Common use of Certificate of Incorporation; Bylaws Clause in Contracts

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, 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 of the Surviving Corporation; provided, however, that at the Effective Time Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read: "The name of the corporation is `Network Solutions, Inc.'" (b) At the Effective Time, the Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended.

Appears in 3 contracts

Samples: Merger Agreement (Network Solutions Inc /De/), Merger Agreement (Verisign Inc/Ca), Merger Agreement (Verisign Inc/Ca)

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Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of the Company as the Surviving Corporation shall be amended and restated to read the same as the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be except that Article I of the amended and restated Certificate of Incorporation of Company, instead of reading the same as the Certificate of Incorporation of the Surviving Corporation until thereafter amended Merger Sub, shall read as provided by law and such Certificate of Incorporation of the Surviving Corporation; provided, however, that at the Effective Time Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to readfollows: "The name of the this corporation is `Network SolutionsConductus, Inc.'" (b) At the Effective Time, the Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall shall, subject to SECTION 6.06(a) of this Agreement, be the Bylaws of the Surviving Corporation until thereafter amendedamended as provided by law, the Certificate of Incorporation of the Surviving Corporation and such Bylaws.

Appears in 3 contracts

Samples: Merger Agreement (Conductus Inc), Merger Agreement (Superconductor Technologies Inc), Merger Agreement (Hillman Co)

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, 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 of the Surviving Corporation; provided, however, that at the Effective Time Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read: "The so that the name of the corporation is `Network Solutions, Inc.'Surviving Corporation shall be "MedE America Corporation." (b) At the Effective Time, the The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be be, at the Effective Time, the Bylaws of the Surviving Corporation until thereafter amended.

Appears in 3 contracts

Samples: Merger Agreement (Mede America Corp /), Agreement and Plan of Reorganization (Healtheon Corp), Agreement and Plan of Reorganization (Healtheon Corp)

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, 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 of the Surviving Corporation; provided, however, that at the Effective Time Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read: "The so that the name of the corporation is `Network Solutions, Inc.'"Surviving Corporation shall be SEEQ Technology Incorporated. (b) At the Effective Time, the The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be be, at the Effective Time, the Bylaws of the Surviving Corporation until thereafter amended.

Appears in 3 contracts

Samples: Agreement and Plan of Reorganization and Merger (Lsi Logic Corp), Agreement and Plan of Reorganization and Merger (Lsi Logic Corp), Agreement and Plan of Reorganization and Merger (Seeq Technology Inc)

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, 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 of the Surviving Corporation; providedPROVIDED, howeverHOWEVER, that at the Effective Time Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read: "The so that the name of the corporation is `Network SolutionsSurviving Corporation shall be "Red Brick Systems, Inc.'" (b) At the Effective Time, the The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be be, at the Effective Time, the Bylaws of the Surviving Corporation until thereafter amended.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Informix Corp), Agreement and Plan of Reorganization (Red Brick Systems Inc)

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of Company shall be amended in the Merger to be the same as the Certificate of Incorporation of Merger Sub, except that the name of the Surviving Corporation shall be NetMoves Corporation, and as in effect immediately prior to the Effective Time, so amended shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation of the Surviving Corporation; provided, however, that at the Effective Time Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read: "The name of the corporation is `Network Solutions, Inc.'". (b) At the Effective Time, the The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be be, at the Effective Time, the Bylaws of the Surviving Corporation until thereafter amended.

Appears in 2 contracts

Samples: Merger Agreement (Mail Com Inc), Merger Agreement (Mail Com Inc)

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, 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 of the Surviving CorporationIncorporation; provided, however, that at the Effective Time Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read: "The so that the name of the corporation is `Network Solutions, Inc.'Surviving Corporation shall be "Computervision Corporation." (b) At the Effective Time, the The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be be, at the Effective Time, the Bylaws of the Surviving Corporation until thereafter amended.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Parametric Technology Corp), Agreement and Plan of Reorganization (Computervision Corp /De/)

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided therein or by law and such Certificate of Incorporation of the Surviving Corporationapplicable law; provided, however, that at the Effective Time Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read: "The name of the corporation is `Network Solutions, Inc.'Digene Corporation'". (b) At the Effective Time, the Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amendedamended as provided therein or by applicable law.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Digene Corp), Agreement and Plan of Merger (Digene Corp)

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by law and such Certificate of Incorporation of the Surviving Corporationapplicable law; provided, however, that at the Effective Time Article I 1 of the Certificate of Incorporation of the Surviving Corporation shall be amended to readread as follows: "The name of the corporation is `Network SolutionsOnTrak Systems, Inc.'" (b) At the Effective Time, the The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation immediately after the Effective Time until thereafter amended.

Appears in 2 contracts

Samples: Merger Agreement (Lam Research Corp), Merger Agreement (Lam Research Corp)

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, 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 of the Surviving Corporation; provided, however, that at the Effective Time Article I of the Certificate of -------- ------- Incorporation of the Surviving Corporation shall be amended at the Effective Time to read: "The name of the corporation is `Network Solutions, Inc.'Talarian Corporation." (b) At the Effective Time, the Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amendedamended in accordance with the provisions thereof or as provided by law.

Appears in 2 contracts

Samples: Merger Agreement (Tibco Software Inc), Merger Agreement (Talarian Corp)

Certificate of Incorporation; Bylaws. (a) At The Certificate of Merger shall provide that, at the Effective Time, the Certificate of Incorporation of the Surviving Corporation shall be in the form of the Certificate of Incorporation of Merger Sub, Sub 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 of the Surviving Corporation; provided, however, that at as of the Effective Time Time, Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read: "The name of the corporation is `Network SolutionsMatria Healthcare, Inc.'" (b) At the Effective Time, the Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended.

Appears in 2 contracts

Samples: Merger Agreement (Inverness Medical Innovations Inc), Merger Agreement (Matria Healthcare Inc)

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, 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 of the Surviving Corporation; provided, however, that at the Effective Time Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read: "The so that the name of the corporation is `Network SolutionsSurviving Corporation shall be "Transcend Therapeutics, Inc.'" (b) At the Effective Time, the The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be be, at the Effective Time, the Bylaws of the Surviving Corporation until thereafter amended.

Appears in 2 contracts

Samples: Merger Agreement (Keravision Inc /Ca/), Agreement and Plan of Reorganization (Transcend Therapeutics Inc)

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, 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 of the Surviving Corporation; provided, however, that at the Effective Time Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read: "The so that the name of the corporation is `Network SolutionsSurviving Corporation shall be "Sun, Inc.'" (b) At the Effective Time, the " The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be be, at the Effective Time, the Bylaws of the Surviving Corporation until thereafter amended.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Sanmina Corp/De), Agreement and Plan of Reorganization (Sci Systems Inc)

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, Sub as in effect immediately prior to the Effective Time, Time shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation of the Surviving CorporationIncorporation; provided, however, that at the Effective Time Article I of the Certificate of Incorporation name of the Surviving Corporation shall be amended changed to read: "The name of the corporation is `Network SolutionsNetScreen Technologies, Inc.'" (b) At the Effective Time, the Bylaws of Merger Sub, as the Surviving Corporation shall be amended and restated to be identical to those in effect for Merger Sub immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation Time until thereafter amended.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Netscreen Technologies Inc), Agreement and Plan of Reorganization (Juniper Networks Inc)

Certificate of Incorporation; Bylaws. (a) At The Certificate of Merger shall provide that, at the Effective Time, the Certificate of Incorporation of the Surviving Corporation shall be in the form of the Certificate of Incorporation of Merger Sub, Sub 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 of the Surviving Corporation; provided, however, that at as of the Effective Time Time, Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read: "The name of the corporation is `Network SolutionsHemosense, Inc.'" (b) At the Effective Time, the Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Inverness Medical Innovations Inc), Agreement and Plan of Reorganization (Hemosense Inc)

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of the Surviving Corporation shall be amended and restated in its entirety to read as the Certificate of Incorporation of Merger Sub, Sub 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 of the Surviving Corporation; provided, however, that at the Effective Time Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to readread as follows: "The name of the corporation is `Network SolutionsGetActive Software, Inc.'" (b) At the Effective Time, the The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended.

Appears in 2 contracts

Samples: Merger Agreement (Convio, Inc.), Merger Agreement (Convio, Inc.)

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, 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 the DGCL and such Certificate of Incorporation of the Surviving CorporationIncorporation; provided, however, that at the Effective Time Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to readread as follows: "The name of the corporation is `Network Solutions, Inc.'Global Integrity Corporation." (b) At the Effective Time, the The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended.

Appears in 2 contracts

Samples: Merger Agreement (Predictive Systems Inc), Agreement and Plan of Reorganization (Predictive Systems Inc)

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, 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 of the Surviving Corporation; provided, however, that at . At the Effective Time Article I of Time, the Certificate of Incorporation of the Surviving Corporation Parent shall be have been amended to read: "The name of effect the corporation is `Network Solutions, Inc.'"Parent Name Change. (b) At the Effective Time, the Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Broadbase Software Inc), Merger Agreement (Kana Communications Inc)

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, 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 of the Surviving CorporationIncorporation; provided, however, that at the Effective Time Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read: "The so that the name of the corporation is `Network Solutions, Inc.'Surviving Corporation shall be "Software Publishing Corporation." (b) At the Effective Time, the The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be be, at the Effective Time, the Bylaws of the Surviving Corporation until thereafter amended.

Appears in 2 contracts

Samples: Merger Agreement (Allegro New Media Inc), Merger Agreement (Allegro New Media Inc)

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, 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 of the Surviving Corporation; providedPROVIDED, howeverHOWEVER, that at the Effective Time Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read: "The so that the name of the corporation is `Network SolutionsSurviving Corporation shall be "Ardent Software, Inc.'" (b) At the Effective Time, the The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be be, at the Effective Time, the Bylaws of the Surviving Corporation until thereafter amended.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Informix Corp), Agreement and Plan of Reorganization (Informix Corp)

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, 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 of the Surviving Corporation; provided, however, that at the Effective Time Article I of the -------- ------- Certificate of Incorporation of the Surviving Corporation shall be amended to read: "The so that the name of the corporation is `Network SolutionsSurviving Corporation shall be "Spyglass, Inc.'" (b) At the Effective Time, the The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be be, at the Effective Time, the Bylaws of the Surviving Corporation until thereafter amended.

Appears in 1 contract

Samples: Merger Agreement (Opentv Corp)

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, 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 of the Surviving Corporation; provided, however, that at the Effective Time Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read: "The so that the name of the corporation is `Network SolutionsSurviving Corporation shall be "Objective Systems Integrators, Inc.'" (b) At the Effective Time, the The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be be, at the Effective Time, the Bylaws of the Surviving Corporation until thereafter amended.

Appears in 1 contract

Samples: Merger Agreement (Objective Systems Integrators Inc)

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, Sub shall be the Certificate of Incorporation of the Surviving Corporation until thereafter except that it shall be amended as provided by law and such Certificate of Incorporation of to provide that the Surviving Corporation; provided, however, that at the Effective Time Article I of the Certificate of Incorporation name of the Surviving Corporation shall be the Company name, or such other name as may be determined by Parent and/or Merger Sub, until thereafter amended to read: "The name in accordance with Delaware Law and such Certificate of the corporation is `Network Solutions, Inc.'"Incorporation. (b) At the Effective Time, the The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be be, at the Effective Time, the Bylaws of the Surviving Corporation until thereafter amended.

Appears in 1 contract

Samples: Merger Agreement (Clearone Communications Inc)

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, 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 of the Surviving Corporation; providedPROVIDED, howeverHOWEVER, that at the Effective Time Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read: "The name of the corporation is `Network Solutions, Inc.'xxxxxxxxx.xxx inc." (b) At the Effective Time, the Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended.

Appears in 1 contract

Samples: Merger Agreement (Yahoo Inc)

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, 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 of the Surviving Corporation; provided, however, that at the Effective Time Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read: "The so that the name of the corporation is `Network SolutionsSurviving Corporation shall be "Trusted Information Systems, Inc.'" (b) At the Effective Time, the The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be be, at the Effective Time, the Bylaws of the Surviving Corporation until thereafter amended.

Appears in 1 contract

Samples: Merger Agreement (Trusted Information Systems Inc)

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, 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 of the Surviving Corporation; provided, provided however, that at the Effective Time Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read: "The name of the corporation is `Network Solutions6FigureJobs.com, Inc.'" (bx) At the Effective Time, the Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended.

Appears in 1 contract

Samples: Merger Agreement (E Cruiter Com Inc)

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, 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 of the Surviving Corporation; provided, however, that at the Effective Time Article I of the -------- ------- Certificate of Incorporation of the Surviving Corporation shall be amended to read: "The so that the name of the corporation is `Network Solutions, Inc.'"Surviving Corporation shall be as agreed upon by Parent and Company prior to the Effective Time. (b) At the Effective Time, the The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be be, at the Effective Time, the Bylaws of the Surviving Corporation until thereafter amended.

Appears in 1 contract

Samples: Merger Agreement (Centra Software Inc)

Certificate of Incorporation; Bylaws. (a) At Unless otherwise determined by Parent prior to the Effective Time, at the Effective Time, the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, Sub shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation of the Surviving CorporationIncorporation; provided, however, that at the Effective Time Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to readread as follows: "The name of the corporation is `Network SolutionsC\\2\\B Technologies, Inc.'Incorporated." (b) At the Effective Time, the The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Inktomi Corp)

Certificate of Incorporation; Bylaws. (a) At Unless otherwise determined by Parent prior to the Effective Time, at the Effective Time, the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, Sub shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation of the Surviving CorporationIncorporation; providedPROVIDED, howeverHOWEVER, that at the Effective Time Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to readread as follows: "The name of the corporation is `Network Solutions, Inc.'Peregrine Asset Management Corporation." (b) At the Effective Time, the The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Peregrine Systems Inc)

Certificate of Incorporation; Bylaws. (a) At Unless otherwise determined by Parent prior to the Effective Time, at the Effective Time, the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, Sub shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation of the Surviving CorporationIncorporation; providedPROVIDED, howeverHOWEVER, that at the Effective Time Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to readread as follows: "The name of the corporation is `Network SolutionsPeregrine Force, Inc.'" (b) At the Effective Time, the The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended.

Appears in 1 contract

Samples: Merger Agreement (Peregrine Systems Inc)

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Company certificate of incorporation shall be amended and restated so as to be materially similar to the Certificate of Incorporation of Merger Sub, Sub as in effect immediately prior to the Effective Time, except that the name of the Surviving Corporation shall be Marketing Technology Solutions Inc., and as so amended and restated such Amended and Restated Certificate of Incorporation shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation of the Surviving Corporation; provided, however, that at the Effective Time Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read: "The name of the corporation is `Network Solutions, Inc.'"amended. (b) At the Effective Time, the The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended.

Appears in 1 contract

Samples: Merger Agreement (WebMD Health Corp.)

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, 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 of the Surviving Corporation; provided, however, that at the Effective Time Article I of the -------- ------- Certificate of Incorporation of the Surviving Corporation shall be amended to read: "The so that the name of the corporation is `Network Solutions, Inc.'"Surviving Corporation shall be the name of Aurum prior to the Merger. (b) At the Effective Time, the The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be be, at the Effective Time, the Bylaws of the Surviving Corporation until thereafter amended.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Aurum Software Inc)

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, 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 of the Surviving Corporationamended; provided, however, that at the Effective Time Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to readread as follows: "The name of the corporation is `Network Solutions, Inc.'Measurex Data Measurement Corporation." (b) At the Effective Time, the The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended.

Appears in 1 contract

Samples: Merger Agreement (Data Measurement Corp)

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, 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 of the Surviving Corporation; providedPROVIDED, howeverHOWEVER, that at the Effective Time Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read: "The so that the name of the corporation is `Network SolutionsSurviving Corporation shall be "Forte Software, Inc.'" (b) At the Effective Time, the The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be be, at the Effective Time, the Bylaws of the Surviving Corporation until thereafter amended.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Forte Software Inc \De\)

Certificate of Incorporation; Bylaws. (a) At Unless otherwise determined by Parent prior to the Effective Time, at the Effective Time, the Certificate of Incorporation of Merger Sub, Sub as in effect immediately prior to the Effective Time, Time shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation of the Surviving CorporationIncorporation; provided, however, that at the Effective Time Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to readread as follows: "The name Name of the corporation Corporation is `Network SolutionsParadise Electronics, Inc.'" (b) At Unless otherwise determined by Parent prior to the Effective Time, the Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Russo Paul M)

Certificate of Incorporation; Bylaws. (a) At The certificate of incorporation of the Effective Time, the Certificate of Incorporation of Merger SubCompany, as in effect immediately prior to the Effective Time, shall be amended in its entirety at the Certificate Effective Time to read in the form attached as Exhibit A hereto, and as so amended, shall be the certificate of Incorporation incorporation of the Surviving Corporation until thereafter amended as provided by law Law and such Certificate certificate of Incorporation of the Surviving Corporation; provided, however, that at the Effective Time Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read: "The name of the corporation is `Network Solutions, Inc.'"incorporation. (b) At The by-laws of the Effective Time, the Bylaws of Merger SubCompany, as in effect immediately prior to the Effective Time, shall be amended in their entirety at the Bylaws Effective Time to contain the same provisions as the by-laws of Merger Sub as in effect immediately prior to the Effective Time, and as so amended, shall be the by-laws of the Surviving Corporation Corporation, until thereafter amendedamended as provided by Law and such by-laws.

Appears in 1 contract

Samples: Agreement and Plan of Merger (CCC Information Services Group Inc)

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, 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 of the Surviving Corporation; providedPROVIDED, howeverHOWEVER, that at the Effective Time Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read: "The so that the name of the corporation is `Network SolutionsSurviving Corporation shall be "Spyglass, Inc.'" (b) At the Effective Time, the The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be be, at the Effective Time, the Bylaws of the Surviving Corporation until thereafter amended.

Appears in 1 contract

Samples: Merger Agreement (Mih LTD)

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, 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 of the Surviving Corporation; provided, however, that at the Effective Time Article I of the -------- ------- Certificate of Incorporation of the Surviving Corporation shall be amended to read: "The so that the name of the corporation is `Surviving Corporation shall be "Network Solutions, Inc.'General Corporation." (b) At the Effective Time, the The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be be, at the Effective Time, the Bylaws of the Surviving Corporation until thereafter amended.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (McAfee Associates Inc)

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, 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 of the Surviving Corporation; provided, provided however, that at the Effective Time Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read: "The name of the corporation is `Network SolutionsXylo, Inc.'" (b) At the Effective Time, the Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended.

Appears in 1 contract

Samples: Merger Agreement (Workstream Inc)

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, 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 of the Surviving Corporationamended; provided, however, that at the Effective Time Article I of the Certificate of Incorporation -------- ------- of the Surviving Corporation shall be amended to readread as follows: "The name of the corporation is `Network Solutions, Inc.'Measurex Data Measurement Corporation." (b) At the Effective Time, the The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Measurex Corp /De/)

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, 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 the DGCL and such Certificate of Incorporation of the Surviving CorporationIncorporation; provided, however, that at the Effective Time Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to readread as follows: "The name of the corporation is `Network Solutions, Inc.'Synet Service Corporation." (b) At the Effective Time, the The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended.

Appears in 1 contract

Samples: Merger Agreement (Predictive Systems Inc)

Certificate of Incorporation; Bylaws. (a) At Unless otherwise determined by Parent prior to the Effective Time, at the Effective Time, the Certificate of Incorporation of the Merger Sub, as in effect immediately prior to the Effective Time, Sub shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation of the Surviving CorporationIncorporation; provided, however, that at the Effective Time Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to readread as follows: "The name of the corporation is `Network SolutionsAt Xxxxxx.xxx, Inc.'" (b) At the Effective Time, the The Bylaws of the Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended.

Appears in 1 contract

Samples: Merger Agreement (Software Com Inc)

Certificate of Incorporation; Bylaws. (a) At Unless otherwise determined by Parent prior to the Effective Time, at the Effective Time, the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, Sub shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation of the Surviving CorporationIncorporation; provided, however, that at the Effective Time Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to readread as follows: "The name of the corporation is `Network SolutionsXxxxxxxx.xxx Telarc, Inc.'" (b) At the Effective Time, the The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended.

Appears in 1 contract

Samples: Merger Agreement (Software Com Inc)

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of the Merger Sub, 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 of the Surviving Corporation; provided, however, that at the Effective Time Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read: "The name of and restated in the corporation is `Network Solutions, Inc.'"form attached as Exhibit G. (b) At the Effective Time, the The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be be, at the Effective Time, the Bylaws of the Surviving Corporation until thereafter amended.

Appears in 1 contract

Samples: Merger Agreement (Visx Inc)

Certificate of Incorporation; Bylaws. (a) At The Certificate of Merger shall provide that, at the Effective Time, the Certificate of Incorporation of the Surviving Corporation shall be in the form of the Certificate of Incorporation of the Merger Sub, Sub 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 of the Surviving Corporation; provided, however, that at as of the Effective Time Time, Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read: "The name of the corporation is `Network SolutionsPersistence Software, Inc.'" (b) At the Effective Time, the Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended.

Appears in 1 contract

Samples: Merger Agreement (Progress Software Corp /Ma)

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, 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 of the Surviving Corporation; provided, however, -------- ------- that at the Effective Time Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read: "The so that the name of the corporation is `Network SolutionsSurviving Corporation shall be "Objective Systems Integrators, Inc.'Inc.." (b) At the Effective Time, the The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be be, at the Effective Time, the Bylaws of the Surviving Corporation until thereafter amended.

Appears in 1 contract

Samples: Merger Agreement (Agilent Technologies Inc)

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Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, 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 of the Surviving Corporation; providedPROVIDED, howeverHOWEVER, that at the Effective Time Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read: "The so that the name of the corporation is `Network SolutionsSurviving Corporation shall be Sparta Pharmaceuticals, Inc.'" (b) At the Effective Time, the The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be be, at the Effective Time, the Bylaws of the Surviving Corporation until thereafter amended.

Appears in 1 contract

Samples: Merger Agreement (Supergen Inc)

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, 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 of the Surviving Corporation; providedPROVIDED, howeverHOWEVER, that at the Effective Time Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read: "The name of the corporation is `Network Solutions, Inc.'GeoCities." (b) At the Effective Time, the Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended.

Appears in 1 contract

Samples: Merger Agreement (Yahoo Inc)

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Timedate of this Agreement, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation of the Surviving CorporationIncorporation; provided, however, that at the Effective Time Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to readread as follows: "The name of the corporation is `Network SolutionsTheatrix Interactive, Inc.'Incorporated". (b) At the Effective Time, the The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Sanctuary Woods Multimedia Corp)

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, 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 of the Surviving CorporationCorporation (subject, however, to Section 5.12); provided, however, that at the Effective Time Article I of Time, the Certificate of Incorporation of the Surviving Corporation shall be amended to read: "The so that the name of the corporation is `Network SolutionsSurviving Corporation shall be Maxis, Inc.'" (b) At the Effective Time, the The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be be, at the Effective Time, the Bylaws of the Surviving Corporation until thereafter amended, subject, however, to Section 5.12 hereof.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Electronic Arts Inc)

Certificate of Incorporation; Bylaws. (a) At The Certificate of Merger shall provide that, at the Effective Time, the Certificate of Incorporation of the Surviving Corporation shall be in the form of the Certificate of Incorporation of Merger Sub, Sub 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 of the Surviving Corporation; provided, however, that at as of the Effective Time Time, Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read: "The name of the corporation is `Network SolutionsNEON Systems, Inc.'" (b) At the Effective Time, the Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended.

Appears in 1 contract

Samples: Merger Agreement (Neon Systems Inc)

Certificate of Incorporation; Bylaws. (a) At The Certificate of Merger shall provide that, at the Effective Time, the Certificate of Incorporation of the Surviving Corporation shall be in substantially the form of the Certificate of Incorporation of the Merger Sub, Sub 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 of the Surviving Corporation; provided, however, that at as of the Effective Time Time, Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read: "The name of the corporation is `Network Solutions, Inc.'"Allaxxx Xxxporation." (b) At the Effective Time, the Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended.

Appears in 1 contract

Samples: Merger Agreement (Macromedia Inc)

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, 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 of the Surviving Corporation; provided, provided however, that at the Effective Time Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read: "The name of the corporation is `Network SolutionsRezLogic, Inc.'" (b) At the Effective Time, the Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended.

Appears in 1 contract

Samples: Merger Agreement (E Cruiter Com Inc)

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, 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 of the Surviving Corporation; providedCorporation (subject, however, to Section 5.12); PROVIDED, HOWEVER, that at the Effective Time Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read: "The so that the name of the corporation is `Network SolutionsSurviving Corporation shall be VeriFone, Inc.'" (b) At the Effective Time, the The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be be, at the Effective Time, the Bylaws of the Surviving Corporation until thereafter amended, subject, however, to Section 5.12 hereof.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Verifone Inc)

Certificate of Incorporation; Bylaws. (a) At the Effective Time, Time the Certificate of Incorporation of the Company as the Surviving Corporation shall be amended and restated to read the same as the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be except that Article I of the amended and restated Certificate of Incorporation of the Company, instead of reading the same as the Certificate of Incorporation of the Surviving Corporation until thereafter amended Merger Sub shall read as provided by law and such Certificate of Incorporation of the Surviving Corporation; provided, however, that at the Effective Time Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to readfollows: "The name of the corporation is `Network Solutions, Inc.'"Agile Software Corporation. (b) At the Effective Time, the Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall shall, subject to Section 6.06(a) of this Agreement, be the Bylaws of the Surviving Corporation until thereafter amendedamended as provided by law, the Certificate of Incorporation of the Surviving Corporation and such Bylaws.

Appears in 1 contract

Samples: Merger Agreement (Agile Software Corp)

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, 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 of the Surviving Corporation; provided, however, that at the Effective Time Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read: "The so that the name of the corporation is `Network SolutionsSurviving Corporation shall be Sparta Pharmaceuticals, Inc.'" (b) At the Effective Time, the The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be be, at the Effective Time, the Bylaws of the Surviving Corporation until thereafter amended.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Sparta Pharmaceuticals Inc)

Certificate of Incorporation; Bylaws. (a) At Unless otherwise determined by Parent prior to the Effective Time, at the Effective Time, the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, Sub shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation of the Surviving CorporationIncorporation; provided, however, that at the Effective Time Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to readread as follows: "The name of the corporation is `Network SolutionsIllustra Information Technologies, Inc.'" (b) At the Effective Time, the The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Informix Corp)

Certificate of Incorporation; Bylaws. (a) At Unless otherwise determined by Parent prior to the Effective Time, at the Effective Time, the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, Sub shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation of the Surviving CorporationIncorporation; provided, however, that at the Effective Time Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to readread as follows: "The name of the corporation is `Network Solutions, Inc.'Distributed Processing Technology Corp." (b) At the Effective Time, the The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Adaptec Inc)

Certificate of Incorporation; Bylaws. (a) At Unless otherwise determined by DeltaPoint prior to the Effective Time, at the Effective Time, the Certificate of Incorporation of Merger Sub, 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 of the Surviving Corporation; providedlaw, howeverPROVIDED, HOWEVER, that at the Effective Time Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to readread as follows: "The name of the corporation is `Network Solutions"SiteMaster, Inc.'". (b) At the Effective Time, the The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended.

Appears in 1 contract

Samples: Merger Agreement (Deltapoint Inc)

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, 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 of the Surviving CorporationIncorporation; provided, -------- however, that at the Effective Time Article I of the Certificate of Incorporation of the ------- Surviving Corporation shall be amended to read: "The so that the name of the corporation is `Network Solutions, Inc.'Surviving Corporation shall be "East Corporation" (b) At the Effective Time, the The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be be, at the Effective Time, the Bylaws of the Surviving Corporation until thereafter amended.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Softdesk Inc)

Certificate of Incorporation; Bylaws. (a) At Unless otherwise determined by Parent or UK Acquiror prior to the Effective Time, at the Effective Time, the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, Sub shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law applicable Law and such Certificate of Incorporation of the Surviving CorporationIncorporation; provided, however, that at the Effective Time Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to readread as follows: "The name of the corporation is `Network SolutionsPicochip, Inc.'" (b) At the Effective Time, the The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended.

Appears in 1 contract

Samples: Merger Agreement (Mindspeed Technologies, Inc)

Certificate of Incorporation; Bylaws. (a) At Unless otherwise determined by Parent prior to the Effective Time, at the Effective Time: (a) The Certificate of Incorporation of Merger Sub, Sub as in effect immediately prior to the Effective Time, Time shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation of the Surviving CorporationIncorporation; provided, however, that at the Effective Time Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to readread as follows: "The name of the corporation is `Network SolutionsSummit Verification, Inc.'" (b) At the Effective Time, the The Bylaws of Merger Sub, Sub as in effect immediately prior to the Effective Time, Time shall be the Bylaws of the Surviving Corporation until thereafter amendedCorporation.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Summit Design Inc)

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, 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 of the Surviving Corporation; provided, however, that at the Effective Time Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read: "The name of the corporation is `Network SolutionsWeb Street, Inc.'" (b) At the Effective Time, the Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended.

Appears in 1 contract

Samples: Merger Agreement (E Trade Group Inc)

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, 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 of the Surviving Corporation; provided, however, that at the Effective Time Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read: "The so that the name of the corporation is `Network Solutions, Inc.'Surviving Corporation shall be "Andoxxx.Xxx". (b) At the Effective Time, the The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be be, at the Effective Time, the Bylaws of the Surviving Corporation until thereafter amended.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Va Linux Systems Inc)

Certificate of Incorporation; Bylaws. (a) At The Certificate of Merger shall provide that, at the Effective Time, the Certificate of Incorporation of the Surviving Corporation shall be in the form of the Certificate of Incorporation of Merger Sub, Sub 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 of the Surviving Corporation; provided, however, that at as of the Effective Time Time, Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read: "The name of the corporation is `Network SolutionsNEON Systems, Inc.'" (b) At the Effective Time, the Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended.

Appears in 1 contract

Samples: Merger Agreement (Progress Software Corp /Ma)

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, 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 of the Surviving Corporation; providedPROVIDED, howeverHOWEVER, that at the Effective Time Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read: "The so that the name of the corporation is `Surviving Corporation shall be "Network Solutions, Inc.'General Corporation." (b) At the Effective Time, the The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be be, at the Effective Time, the Bylaws of the Surviving Corporation until thereafter amended.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Network General Corporation)

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, 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 of the Surviving Corporation; provided, however, that at the Effective Time Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read: "The name of the corporation is `Network SolutionsOnDisplay, Inc.'" (b) At the Effective Time, the Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended.

Appears in 1 contract

Samples: Merger Agreement (Vignette Corp)

Certificate of Incorporation; Bylaws. (a) At Unless otherwise determined by Parent prior to the Effective Time, at the Effective Time, the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, Sub shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation of the Surviving CorporationIncorporation; providedPROVIDED, howeverHOWEVER, that at the Effective Time Article I One of the Certificate of Incorporation of the Surviving Corporation shall be amended to readread as follows: "The name of the corporation is `Network SolutionsNetEdge Systems, Inc.'" (b) At the Effective Time, the The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Larscom Inc)

Certificate of Incorporation; Bylaws. (a) At The Certificate of Merger shall provide that, at the Effective Time, the Certificate of Incorporation of the Surviving Corporation shall be in the form of the Certificate of Incorporation of Merger Sub, Sub 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 of the Surviving Corporation; provided, however, that at as of the Effective Time Time, Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read: "The name of the corporation is `Network SolutionsApama, Inc.'" (b) At the Effective Time, the Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended.

Appears in 1 contract

Samples: Merger Agreement (Progress Software Corp /Ma)

Certificate of Incorporation; Bylaws. (a) At Unless otherwise determined by Parent prior to the Effective Time, at the Effective Time, the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, Sub shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation of the Surviving CorporationIncorporation; provided, however, that at the Effective Time Article I of the Certificate of Incorporation of the -------- ------- Surviving Corporation shall be amended to readread as follows: "The name of the corporation is `Network SolutionsWebSpective Software, Inc.'" (b) At the Effective Time, the The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Inktomi Corp)

Certificate of Incorporation; Bylaws. (a) At The Certificate of Merger shall provide that, at the Effective Time, the Certificate of Incorporation of the Surviving Corporation shall be in the form of the Certificate of Incorporation of the Merger Sub, Sub as in effect immediately prior to the Effective Time; PROVIDED, shall be the Certificate of Incorporation HOWEVER, that as of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation of the Surviving Corporation; providedEffective Time, however, that at the Effective Time Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read: "The name of the corporation is `Network SolutionsPersistence Software, Inc.'" (b) At the Effective Time, the Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended.

Appears in 1 contract

Samples: Merger Agreement (Persistence Software Inc)

Certificate of Incorporation; Bylaws. (a) At Unless otherwise determined by Parent prior to the Effective Time, at the Effective Time, the Certificate of Incorporation of Merger Sub, 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 of the Surviving CorporationIncorporation; provided, however, that at the Effective Time Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to readread as follows: "The name of the corporation is `Network Solutions"Pretty Good Privacy, Inc.'" (b) At the Effective Time, the The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Network Associates Inc)

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of the Merger Sub, 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 of the Surviving Corporation; providedPROVIDED, howeverHOWEVER, that at the Effective Time Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read: "The name of and restated in the corporation is `Network Solutions, Inc.'"form attached as EXHIBIT G. (b) At the Effective Time, the The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be be, at the Effective Time, the Bylaws of the Surviving Corporation until thereafter amended.

Appears in 1 contract

Samples: Merger Agreement (Medjet Inc)

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Timedate of this Agreement, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation of the Surviving CorporationIncorporation; provided, however, that at the Effective Time Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to readread as follows: "The name of the corporation is `Network Solutions, Inc.'MOMENTUM SOFTWARE CORPORATION". (b) At the Effective Time, the The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Level 8 Systems)

Certificate of Incorporation; Bylaws. (a) At Unless otherwise determined by Parent, at the Effective Time, the Certificate of Incorporation of Merger Sub, as the Surviving Corporation shall be amended and restated in effect immediately prior its entirety to be identical to the Effective TimeCertificate of Incorporation of Merger Sub (except that the name of the Surviving Corporation shall be “Vascular Genetics Inc.”, which shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation of the Surviving Corporation; provided, however, that at the Effective Time Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read: "The name of the corporation is `Network Solutions, Inc.'"Incorporation. (b) At the Effective TimeUnless otherwise determined by Parent, the Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended.

Appears in 1 contract

Samples: Merger Agreement (Genstar Therapeutics Corp)

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