Certificate of Incorporation; By-laws. At the Effective Time, the Certificate of Incorporation and the By-laws of the Surviving Corporation shall be amended in their entirety to contain the provisions set forth in the Certificate of Incorporation and By-laws of Merger Sub, as in effect immediately prior to the Effective Time.
Appears in 3 contracts
Samples: Merger Agreement (Patterson Dental Co), Merger Agreement (General Instrument Corp), Merger Agreement (Motorola Inc)
Certificate of Incorporation; By-laws. (a) At the Effective Time, the Certificate of Incorporation of the Surviving Corporation shall be amended and restated in its entirety in the form set forth on Exhibit B until thereafter amended as provided by applicable Law and such Certificate of Incorporation.
(b) At the Effective Time, the By-laws of Merger Sub shall become the By-laws of the Surviving Corporation shall be amended in their entirety to contain the provisions set forth in the Certificate of Incorporation and By-laws of Merger Sub, as in effect immediately prior to the Effective Timeuntil thereafter amended.
Appears in 3 contracts
Samples: Merger Agreement (Matinas BioPharma Holdings, Inc.), Merger Agreement (Tetralogic Pharmaceuticals Corp), Merger Agreement (Amicus Therapeutics Inc)
Certificate of Incorporation; By-laws. At the Effective Time, the Certificate of Incorporation and the By-laws of the Surviving Corporation shall shall, subject to Section 6.9 hereof, be amended in their entirety to contain the provisions set forth in the Certificate of Incorporation and the By-laws of Merger Sub, attached as in effect immediately prior Exhibit C hereto, except that the name of the Surviving Corporation shall at the Effective Time be changed to the Effective Timename of the Company.
Appears in 3 contracts
Samples: Merger Agreement, Merger Agreement (Alliance Data Systems Corp), Merger Agreement (Sabre Holdings Corp)
Certificate of Incorporation; By-laws. At the Effective Time, the Certificate of Incorporation and the By-laws of the Surviving Corporation shall shall, subject to Section 7.7 hereof, be amended in their entirety to contain the provisions set forth in the Certificate of Incorporation and the By-laws of Merger Sub, attached hereto as in effect immediately prior Exhibit A and Exhibit B, respectively, except that the name of the Surviving Corporation shall at the Effective Time be changed to the Effective Timename of the Company.
Appears in 2 contracts
Samples: Merger Agreement (Official Payments Holdings, Inc.), Merger Agreement (Aci Worldwide, Inc.)
Certificate of Incorporation; By-laws. At the Effective Time, (a) subject to the provisions of (i) Section 2.01(d) and (ii) Section 6.05(a), the Certificate of Incorporation and the By-laws of the Surviving Corporation shall be amended and restated in their its entirety to contain the provisions set forth in read as the Certificate of Incorporation and By-laws of Merger Sub, Sub as in effect immediately prior to the Effective TimeTime and (b) the By-Laws of Merger Sub as in effect immediately prior to the Effective Time shall become the By-Laws of the Surviving Corporation.
Appears in 2 contracts
Samples: Merger Agreement (Case Corp), Merger Agreement (Case Credit Corp)
Certificate of Incorporation; By-laws. At the Effective Time, the Certificate of Incorporation and the By-laws of the Surviving Corporation shall be amended in their entirety to contain the provisions set forth in the Certificate of Incorporation and the By-laws of Merger Sub, each as in effect immediately prior to the Effective Time, as the same may be amended in accordance with Section 5.11.2 hereof and except as may be amended by the provisions of the Certificate of Merger.
Appears in 2 contracts
Samples: Merger Agreement (Harrahs Entertainment Inc), Merger Agreement (JCC Holding Co)
Certificate of Incorporation; By-laws. (a) At the Effective Time, the Certificate of Incorporation and the By-laws of the Surviving Corporation shall be amended and restated in their its entirety to contain in the provisions form set forth in the on Exhibit D until thereafter amended as provided by applicable Law and such Certificate of Incorporation and By-laws of Merger Sub, as in effect immediately prior to Incorporation.
(b) At the Effective Time, the Bylaws of Merger Sub shall be the Bylaws of the Surviving Corporation until thereafter amended.
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Certificate of Incorporation; By-laws. (a) At the Effective Time, the Certificate of Incorporation of the Surviving Corporation shall be amended and restated in its entirety in the form attached hereto as Exhibit D (the “Certificate of Incorporation”) until thereafter amended as provided by applicable Law and such Certificate of Incorporation.
(b) At the Effective Time, the By-laws of Merger Sub shall be the By-laws of the Surviving Corporation shall be amended in their entirety to contain the provisions set forth in the Certificate of Incorporation and By-laws of Merger Sub, as in effect immediately prior to the Effective Timeuntil thereafter amended.
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Certificate of Incorporation; By-laws. (a) At the Effective Time, the Certificate of Incorporation of the Surviving Corporation shall be amended and restated in its entirety in the form set forth on Exhibit A until thereafter amended as provided by applicable Law and such Certificate of Incorporation.
(b) At the Effective Time, the By-laws of Merger Sub shall be the By-laws of the Surviving Corporation shall be amended in their entirety to contain the provisions set forth in the Certificate of Incorporation and By-laws of Merger Sub, as in effect immediately prior to the Effective Timeuntil thereafter amended.
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Certificate of Incorporation; By-laws. (a) At the Effective Time, the Certificate of Incorporation of the Surviving Corporation shall be amended and restated in its entirety in the form set forth on Exhibit A until thereafter amended as provided by applicable Law and such Certificate of Incorporation.
(b) At the Effective Time, the By-laws of Merger Sub shall become the By-laws of the Surviving Corporation shall be amended in their entirety to contain the provisions set forth in the Certificate of Incorporation and By-laws of Merger Sub, as in effect immediately prior to the Effective Timeuntil thereafter amended.
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Certificate of Incorporation; By-laws. At the Effective Time, the Certificate of Incorporation and the By-laws of the Surviving Corporation shall be amended in their entirety to contain the provisions set forth in the Certificate of Incorporation and the By-laws of Merger Sub (except for those provisions naming the incorporator and the initial directors of Merger Sub, if any, which shall not be included in such amendments), each as in effect immediately prior to the Effective Time., as the same may be amended in accordance with Section 5.11.1
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Certificate of Incorporation; By-laws. (a) At the Effective Time, the Certificate of Incorporation of the Surviving Corporation shall be amended and restated in its entirety in the form of Exhibit A until thereafter amended as provided by applicable Law and such Certificate of Incorporation.
(b) At the Effective Time, the By-laws of Merger Sub shall be the By-laws of the Surviving Corporation shall be amended in their entirety to contain the provisions set forth in the Certificate of Incorporation and By-laws of Merger Sub, as in effect immediately prior to the Effective Timeuntil thereafter amended.
Appears in 1 contract
Samples: Agreement and Plan of Merger (AVG Technologies N.V.)
Certificate of Incorporation; By-laws. At the Effective Time, the Certificate of Incorporation and the By-laws of the Surviving Corporation shall shall, subject to Section 6.9 hereof, be amended in their entirety to contain the provisions set forth in the Certificate of Incorporation and the By-laws of Merger Sub, attached as in effect immediately prior Exhibit A hereto, except that the name of the Surviving Corporation shall at the Effective Time be changed to the Effective Timename of the Company.
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Certificate of Incorporation; By-laws. At the Effective Time, the Certificate of Incorporation and the By-laws of the Surviving Corporation shall be amended in their entirety to contain the provisions set forth in the Certificate of Incorporation and the By-laws of Merger Sub, each as in effect immediately prior to the Effective Time, as the same may be amended subject to the limitations set forth in Section 5.9(c).
Appears in 1 contract
Samples: Merger Agreement (ZAGG Inc)
Certificate of Incorporation; By-laws. At the Effective Time, the Certificate of Incorporation and the By-laws of the Surviving Corporation shall be amended in their entirety to contain the provisions set forth in the Certificate of Incorporation and the By-laws of Merger Sub, each as in effect immediately prior to the Effective Time., as the same may be amended in accordance with Section 5.13.1
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