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 Delaware Law and such Certificate of Incorporation. (b) 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.

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 Delaware Law and such Certificate of Incorporation. (b) The 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 by law, the Certificate of Incorporation of the Surviving Corporation and such Bylaws.

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 Delaware Law the DGCL and such Certificate of Incorporation. (b) 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.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, ------------------------------------ (a) the Certificate certificate of Incorporation incorporation of Merger Sub, Sub as in effect immediately prior to at the Effective Time shall, from and after the Effective Time, shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation until thereafter changed or amended as provided by Delaware Law in accordance with the provisions thereof and such Certificate of Incorporation. applicable law and (b) The Bylaws the bylaws of Merger Sub, Sub as in effect immediately prior to at the Effective Time shall, from and after the Effective Time, shall be the Bylaws bylaws of the Surviving Corporation until thereafter amendedchanged or amended in accordance with the provisions thereof and applicable law.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of Merger SubSub (the "Certificate of Incorporation"), 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 Delaware Law and such Certificate of Incorporation., (b) The 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 by Delaware Law, the Certificate of Incorporation of the Surviving Corporation and such Bylaws.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, subject to the terms and conditions of Section 7.8 hereof, (a) the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time and as amended by the Certificate of Incorporation Merger, shall be the certificate of incorporation of the Surviving Corporation, and (b) the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation bylaws of the Surviving Corporation until thereafter amended as provided by Delaware Law and such Certificate of IncorporationCorporation. (b) 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.

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 Delaware Law and such Certificate of Incorporation. (b) 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 by Delaware Law and such Bylaws.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate The certificate of Incorporation incorporation and bylaws of Merger Sub, Sub as in effect immediately prior to the Effective Time, Time shall be constitute the Certificate certificate of Incorporation incorporation and bylaws of the Surviving Corporation until thereafter amended as provided by Delaware Law at and such Certificate of Incorporation. (b) The Bylaws of Merger Sub, as in effect immediately prior to after the Effective Time; provided, shall be however, that Article I of the Bylaws certificate of incorporation of the Surviving Corporation will be amended at the Effective Time to read "The name of the corporation is Superior Galleries, Inc." (or as Parent and the Company may otherwise agree prior to the filing of the Certificate of Merger) until thereafter amended.

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 Delaware Law and such Certificate of Incorporation. (b) 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.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, (a) the Certificate certificate of Incorporation incorporation of Merger Sub, Sub as in effect immediately prior to the Effective Time, Time shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation until thereafter amended in accordance with the terms thereof or as provided by Delaware Law applicable Law, and such Certificate of Incorporation. (b) The Bylaws the bylaws of Merger Sub, Sub as in effect immediately prior to the Effective Time, Time shall be the Bylaws bylaws of the Surviving Corporation until thereafter amendedamended in accordance with the terms thereof, the certificate of incorporation of the Surviving Corporation or as provided by applicable Law.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, (a) the Certificate certificate of Incorporation incorporation of the Merger Sub, as in effect immediately prior to the Effective Time, shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation until thereafter changed or amended as provided by in accordance with the provisions thereof and Delaware Law Law, and such Certificate of Incorporation. (b) The Bylaws the bylaws of the Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws bylaws of the Surviving Corporation until thereafter amendedchanged or amended in accordance with the provisions of the Surviving Corporation’s certificate of incorporation and Delaware Law.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate The restated and corrected certificate of Incorporation incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation until thereafter amended as provided by Delaware Law and such Certificate certificate of Incorporationincorporation. (b) The Bylaws by-laws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws by-laws of the Surviving Corporation Corporation, until thereafter amendedamended as provided by Law and such by-laws.

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 further amended as provided by Delaware Law and such Certificate of IncorporationLaw. (b) The Bylaws of Merger Sub, as in effect immediately prior to At the Effective Time, the Bylaws of Merger Sub shall be the Bylaws of the Surviving Corporation until thereafter amendedfurther amended as provided by Delaware Law and such Bylaws.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the The Certificate of Incorporation of Merger Sub, as Sub 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 in accordance with Delaware Law and such Certificate of Incorporation, except that Article FIRST thereof shall read as follows: "The name of the Corporation is Myelos Corporation." (b) The Bylaws of Merger Sub, as Sub in effect immediately prior to the Effective Time, Time shall be the Bylaws of the Surviving Corporation until thereafter amended.

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 Delaware Law and such Certificate of Incorporation. (b) The Bylaws of Merger Sub; provided, as in effect immediately prior to the Effective Timehowever, shall be the Bylaws that Article I of the Surviving Corporation until thereafter amended.Certificate of Incorporation of

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 Corporation, until thereafter amended as provided by Delaware Law and such Certificate of IncorporationLaw. (b) 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 by Delaware Law and such Bylaws.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, Sub as in effect immediately prior to at the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by Delaware Law and such Certificate of Incorporation. (b) The in accordance with applicable law. 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 applicable law.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, (a) the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time and as amended by the Delaware Certificate of Incorporation Merger, shall be the certificate of incorporation of the Surviving Corporation, and (b) the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation bylaws of the Surviving Corporation until thereafter amended as provided by Delaware Law and such Certificate of IncorporationCorporation. (b) 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.

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 Delaware Law the OGCA and such Certificate of Incorporation. (b) 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.

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 Delaware Law and such Certificate of Incorporation. (b) The 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 by Delaware Law, the Certificate of Incorporation of the Surviving Corporation and such Bylaws.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate certificate of Incorporation incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation until thereafter amended as provided by Delaware Law and such Certificate certificate of Incorporationincorporation. (b) The Bylaws bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws bylaws of the Surviving Corporation until thereafter amendedamended as provided by Delaware Law and such bylaws.

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 Delaware Law and such Certificate of Incorporation. (b) The . 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 by Law, the Certificate of Incorporation of the Surviving Corporation and such Bylaws.

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, Sub shall be the Certificate of Incorporation of the Surviving Corporation until thereafter further amended as provided by Delaware Law and such Certificate of IncorporationLaw. (b) The Bylaws of Merger Sub, as in effect immediately prior to At the Effective Time, the Bylaws of Merger Sub shall be the Bylaws of the Surviving Corporation until thereafter amendedfurther amended as provided by Delaware Law and such Bylaws.

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 Delaware Law and such Certificate of Incorporation. (b) 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 by Delaware Law, the Certificate of Incorporation and such Bylaws.

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 Delaware Law and such Certificate of Incorporation. (b) The 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 by Delaware Law, the Certificate of Incorporation and such Bylaws.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of Merger Acquisition 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 Delaware Law and such Certificate of Incorporation. (b) The Bylaws of Merger Acquisition Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended.

Certificate of Incorporation; Bylaws. Unless otherwise agreed to by Parent and the Company prior to the Closing, at the Effective Time: (a) At the Effective Time, the Certificate certificate of Incorporation incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation until thereafter amended as provided by Delaware Law and such Certificate certificate of Incorporation.incorporation; and (b) The Bylaws the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws bylaws of the Surviving Corporation until thereafter amended.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the 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 unless and until thereafter amended as provided by Delaware Law and such Certificate of Incorporationamended. (b) 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.

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 Delaware Law and such Certificate of Incorporation. (b) The 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.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the The Certificate of Incorporation of Merger Sub, as Sub 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 in accordance with Delaware Law and such Certificate of Incorporation., except that Article FIRST thereof shall read as follows: “The name of the Corporation is Zemetrics, Inc.” (b) The Bylaws of Merger Sub, as Sub in effect immediately prior to the Effective Time, Time shall be the Bylaws of the Surviving Corporation until thereafter amended.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the 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 Delaware Law law and such Certificate of Incorporation. (b) 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 amendedamended as provided by law and such Bylaws.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate certificate of Incorporation incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and as provided by Delaware Law and such Certificate of IncorporationLaw. (b) The Bylaws At the Effective Time, the bylaws of the Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws bylaws of the Surviving Corporation until thereafter amendedamended as provided by Law, the certificate of incorporation of the Surviving Corporation and such bylaws.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the 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 in accordance with Delaware Law and such Certificate of IncorporationLaw. (b) 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.

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, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by Delaware Law and such Certificate of Incorporation. (b) The in accordance with applicable law. 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 applicable law.

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 Delaware Law and such Certificate of Incorporation. (b) . 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.

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 amended as provided by Delaware Law law and such Certificate of Incorporation. (b) 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.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate certificate of Incorporation incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation until thereafter amended as provided by Delaware Law and such Certificate certificate of Incorporationincorporation. (b) The Bylaws At the Effective Time, the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws bylaws of the Surviving Corporation until thereafter amendedamended as provided by Delaware Law, the certificate of incorporation of the Surviving Corporation and such bylaws.

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, Time and as may be amended by the Certificate of Merger shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by Delaware Law and such Certificate of Incorporation. (b) amended. 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.