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.
Appears in 2 contracts
Samples: Merger Agreement (B. Riley Financial, Inc.), Merger Agreement (United Online Inc)
Certificate of Incorporation; By-laws. (a) At the Effective Time, the Certificate certificate of Incorporation incorporation of Merger Sub shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with its terms and applicable law.
(b) From and after the ByEffective Time, the by-laws of Merger Sub shall be the by-laws of the Surviving Corporation shall be until thereafter amended in accordance with their entirety to contain terms, the provisions set forth in certificate of incorporation of the Certificate of Incorporation Surviving Corporation and the By-laws of Merger Sub, each as in effect immediately prior to the Effective Timeapplicable law.
Appears in 2 contracts
Samples: Merger Agreement (Grey Global Group Inc), Merger Agreement (WPP Group PLC)
Certificate of Incorporation; By-laws. At the Effective Time, (a) the Certificate amended and restated articles of Incorporation incorporation of Merger Sub; and (b) 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 Byby-laws of Merger Sub, each Sub as in effect immediately prior to the Effective TimeTime shall be the certificate of incorporation and by-laws of the Surviving Corporation until thereafter amended in accordance with the terms thereof, the certificate of incorporation of the Surviving Corporation or as provided by applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Ebix Inc), Merger Agreement (Adam Inc)
Certificate of Incorporation; By-laws. At the Effective Time, the Certificate of Incorporation and the By-laws of the Surviving Corporation Merger Sub shall be amended in their entirety to contain the provisions set forth in become the Certificate of Incorporation and the By-laws of Merger Subthe Surviving Corporation, each as in effect immediately prior to the Effective Time, as the same may be amended in accordance with Section 6.14(a) hereof.
Appears in 2 contracts
Samples: Merger Agreement (Cooper Companies Inc), Merger Agreement (Ocular Sciences Inc /De/)
Certificate of Incorporation; By-laws. At the Effective Time, the Certificate certificate of Incorporation and incorporation of the By-laws Company shall be amended so as to read in its entirety as is set forth on Exhibit A annexed hereto, and, as so amended, shall be the certificate of incorporation of the Surviving Corporation shall be until thereafter amended in their entirety to contain the provisions set forth in the Certificate of Incorporation accordance with its terms and the By-laws of Merger Sub, each as in effect immediately prior to the Effective Timeprovided by Law.
Appears in 2 contracts
Samples: Merger Agreement (Neiman Marcus, Inc.), Merger Agreement (Neiman Marcus, Inc.)
Certificate of Incorporation; By-laws. At The Certificate of Merger shall provide that, at the Effective Time, the Certificate certificate of Incorporation incorporation and the Byby-laws of the Surviving Corporation shall be amended in their entirety to contain the provisions set forth in the Certificate certificate of Incorporation incorporation and the Byby-laws of Merger Sub, each as in effect immediately prior to the Effective Time, until thereafter changed or amended as provided therein or by applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Party City Corp), Merger Agreement (Amscan Holdings Inc)
Certificate of Incorporation; By-laws. At the Effective Time, the Certificate (a) 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 incorporation of Merger Sub, each as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided by Law and such certificate of incorporation.
(b) The by-laws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the by-laws of the Surviving Corporation, until thereafter amended as provided by Law and such by-laws.
Appears in 1 contract
Certificate of Incorporation; By-laws. At the Effective Time, the Certificate (a) The certificate of Incorporation and the By-laws incorporation 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 MergerCo as in effect immediately prior to the Effective TimeTime shall be the certificate of incorporation of the Surviving Corporation until thereafter duly amended in accordance with the terms thereof and the DGCL.
(b) The by-laws of MergerCo as in effect immediately prior to the Effective Time shall be the by-laws of the Surviving Corporation until thereafter duly amended as provided by applicable Law, the certificate of incorporation of the Surviving Corporation and such by-laws.
Appears in 1 contract
Samples: Merger Agreement (VWR Funding, 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 as set forth in the Certificate of Merger 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 the By-laws of Merger Sub, each as in effect immediately prior to the Effective Timeuntil thereafter amended.
Appears in 1 contract
Certificate of Incorporation; By-laws. At the Effective Time, the Certificate of Incorporation and the By-laws Governing Documents 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 Governing Documents of Merger Sub, each as in effect immediately prior to the Effective Time.
Appears in 1 contract
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 as provided therein or by applicable Law.
Appears in 1 contract
