Certificate of Incorporation; By-laws; Directors and Officers. (a) The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, attached as EXHIBIT B hereto, shall be the Certificate of Incorporation of the Surviving Corporation from and after the Effective Time until amended in accordance with applicable law.
Appears in 3 contracts
Samples: Agreement of Merger and Plan (Darwin Resources Corp.), Agreement of Merger and Plan of Reorganization (Chubasco Resources Corp.), Northern Way Resources, Inc.
Certificate of Incorporation; By-laws; Directors and Officers. (a) The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, attached hereto as EXHIBIT B heretoExhibit B, shall be the Certificate of Incorporation of the Surviving Corporation in all respects, except solely for the name of the Surviving Corporation, which shall be as set forth in Section 1.01, from and after the Effective Time until amended in accordance with applicable lawlaw and the provisions set forth in such Certificate of Incorporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (JUVA LIFE INC./Canada), Agreement and Plan of Merger
Certificate of Incorporation; By-laws; Directors and Officers. (a) The At the Effective Time, the Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, attached as EXHIBIT B hereto, shall be the Certificate of Incorporation of the Surviving Corporation from and after the Effective Time until thereafter amended in accordance with applicable lawDelaware Law and such Certificate of Incorporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Peapod Inc), Agreement and Plan of Merger (Royal Ahold)
Certificate of Incorporation; By-laws; Directors and Officers. (a) The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, attached as EXHIBIT B hereto, shall be the Certificate of Incorporation of the Surviving Corporation from and after the Effective Time until further amended in accordance with applicable law.
Appears in 2 contracts
Samples: Agreement of Merger and Plan (Medallion Crest Management Inc), Agreement of Merger and Plan (Refocus Group Inc)
Certificate of Incorporation; By-laws; Directors and Officers. (ai) The Certificate of Incorporation of the CompanyAcquisition Corp., as in effect immediately prior to before the Effective Time, attached as EXHIBIT B hereto, shall be the Certificate of Incorporation of the Surviving Corporation from until thereafter amended as provided by law and after the Effective Time until amended in accordance with applicable lawsuch Certificate of Incorporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sheffield Medical Technologies Inc)
Certificate of Incorporation; By-laws; Directors and Officers. (a) The At the Effective Time, the Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, attached as EXHIBIT B hereto, shall be the Certificate of Incorporation of the Surviving Corporation from and after the Effective Time until thereafter amended in accordance with applicable lawthe DGCL and such Certificate of Incorporation.
Appears in 1 contract
Certificate of Incorporation; By-laws; Directors and Officers. (a) The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, attached as EXHIBIT B hereto, shall be the Certificate of Incorporation of the Surviving Corporation from and after the Effective Time until amended in accordance with applicable lawlaw and such Certificate of Incorporation.
Appears in 1 contract
Samples: Agreement of Merger and Plan (Edgemont Resources Corp)
Certificate of Incorporation; By-laws; Directors and Officers. (a) The At the Effective Time, the Certificate of Incorporation of Purchaser, substantially in the Company, as in effect immediately prior to the Effective Time, attached as EXHIBIT B form of Exhibit A-1 hereto, shall be the Certificate of Incorporation of the Surviving Corporation from and after the Effective Time until thereafter amended in accordance with applicable as provided by law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Wright Medical Group Inc)
