Common use of Certificate of Incorporation; Bylaws Clause in Contracts

Certificate of Incorporation; Bylaws. From and after the Effective Time and until further amended in accordance with applicable law, the Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation, as amended as set forth in an exhibit to the Certificate of Merger. From and after the Effective Time and until further amended in accordance with law, the Bylaws of Merger Sub as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation.

Appears in 7 contracts

Samples: Merger Agreement (Adc Telecommunications Inc), Merger Agreement (Microsemi Corp), Merger Agreement (Advanced Power Technology Inc)

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Certificate of Incorporation; Bylaws. From and after At the Effective Time and until further amended in accordance with applicable lawTime, (a) the Certificate of Incorporation of the CompanySurviving Corporation shall be amended in its entirety to contain the provisions set forth in the Certificate of Incorporation of Merger Sub and (b) the Bylaws of the Surviving Corporation shall be amended in their entirety to contain the provisions set forth in the Bylaws of Merger Sub, each as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation, as and in each case until thereafter changed or amended as set forth in an exhibit provided therein or pursuant to the Certificate of Merger. From and after the Effective Time and until further amended in accordance with law, the Bylaws of Merger Sub as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporationapplicable Law.

Appears in 6 contracts

Samples: Merger Agreement (Paradyne Networks Inc), Merger Agreement (Sorrento Networks Corp), Merger Agreement (Zhone Technologies Inc)

Certificate of Incorporation; Bylaws. From and after the Effective Time and until further amended in accordance with applicable law, the (a) The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation, as Corporation until thereafter amended as set forth in an exhibit to the provided by applicable law and such Certificate of Merger. From and after the Effective Time and until further amended in accordance with law, the Incorporation. (b) The Bylaws of Merger Sub the Company, as in effect immediately prior to the Effective Time Time, shall be the Bylaws of the Surviving CorporationCorporation until thereafter amended as provided by law, the Certificate of Incorporation of the Surviving Corporation and such Bylaws.

Appears in 4 contracts

Samples: Merger Agreement (HSC Acquisition Corp), Merger Agreement (Hills Stores Co /De/), Merger Agreement (Ud Delaware Corp)

Certificate of Incorporation; Bylaws. From and after Pursuant to the Merger: (a) the Company’s Certificate of Incorporation, as in effect immediately prior to the Effective Time and until further amended in accordance with applicable lawTime, will become the Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law, and (b) the Bylaws of the Company, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation, as amended as set forth in an exhibit to the Certificate of Merger. From and after the Effective Time and until further amended in accordance with law, the Bylaws of Merger Sub as in effect immediately prior to the Effective Time shall will be the Bylaws of the Surviving CorporationCorporation until thereafter changed or amended as provided therein or by applicable Law.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (CBD Energy LTD), Merger Agreement (CBD Energy LTD), Merger Agreement (CBD Energy LTD)

Certificate of Incorporation; Bylaws. From and after Pursuant to the Effective Time and until further amended in accordance with applicable lawMerger, (a) the Certificate of Incorporation of the CompanyPurchaser, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation, as Corporation until thereafter changed or amended as set forth in an exhibit to the Certificate of Merger. From provided therein or by applicable Law, and after the Effective Time and until further amended in accordance with law, (b) the Bylaws of Merger Sub the Purchaser, as in effect immediately prior to the Effective Time Time, shall be the Bylaws of the Surviving CorporationCorporation until thereafter changed or amended as provided therein or by applicable Law.

Appears in 4 contracts

Samples: Merger Agreement (Patina Oil & Gas Corp), Merger Agreement (Petrohawk Energy Corp), Merger Agreement (Mission Resources Corp)

Certificate of Incorporation; Bylaws. From and after (a) At the Effective Time and until further amended in accordance with applicable lawTime, the Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended to read in its entirety as set forth in Exhibit C, and thereafter shall be the Certificate of Incorporation of the Surviving Corporation, as amended as set forth in an exhibit to the Certificate of Merger. From and after Corporation until thereafter amended. (b) At the Effective Time and until further amended in accordance with lawTime, the Bylaws of Merger Sub Sub, as in effect immediately prior to the Effective Time Time, shall be the Bylaws of the Surviving CorporationCorporation until thereafter amended.

Appears in 3 contracts

Samples: Merger Agreement (Eclipsys Corp), Merger Agreement (Eclipsys Corp), Merger Agreement (Neoforma Com Inc)

Certificate of Incorporation; Bylaws. From At and after the Effective Time and until further amended in accordance with applicable lawTime, the Certificate of Incorporation and By-Laws of the Company, Company as in effect immediately prior to the Effective Time, shall be adopted as the Certificate of Incorporation and By-Laws of the Surviving Corporation, as and shall thereafter continue in effect until amended as set forth in an exhibit to the Certificate of Merger. From provided therein and after the Effective Time and until further amended in accordance with law, the Bylaws of Merger Sub as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving CorporationDGCL.

Appears in 2 contracts

Samples: Merger Agreement (Code Hennessy & Simmons Ii Lp), Merger Agreement (NDC Automation Inc)

Certificate of Incorporation; Bylaws. From At the Effective Time, ------------------------------------ (a) the certificate of incorporation of Company as in effect at the Effective Time shall, from and after the Effective Time and Time, be the certificate of incorporation of the Surviving Corporation until further thereafter changed or amended in accordance with the provisions thereof and applicable law, law and (b) the Certificate bylaws of Incorporation of the Company, Purchaser as in effect immediately prior to at the Effective Time shall, from and after the Effective Time, shall be the Certificate of Incorporation bylaws of the Surviving Corporation, as amended as set forth in an exhibit to the Certificate of Merger. From and after the Effective Time and Corporation until further thereafter changed or amended in accordance with the provisions thereof and applicable law, the Bylaws of Merger Sub as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Sterling Software Inc), Merger Agreement (Interlink Computer Sciences Inc)

Certificate of Incorporation; Bylaws. From and after the Effective Time and until further amended in accordance with applicable law, the Certificate of Incorporation of the Company, Company as in effect immediately prior to the Effective Time, Time shall be the Certificate of Incorporation of the Surviving Corporation, as amended as set forth in an exhibit to the Certificate of Merger. From and after the Effective Time and until further amended in accordance with law, the Bylaws of Merger Sub the Company as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Trimedia Entertainment Group Inc)

Certificate of Incorporation; Bylaws. From and after At the Effective Time and Time, the Certificate of Incorporation of the Company as in effect at the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until further thereafter amended in accordance with applicable law. At the Effective Time, the Certificate of Incorporation Bylaws of the Company, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation Bylaws of the Surviving Corporation, as amended as set forth in an exhibit to the Certificate of Merger. From and after the Effective Time and Corporation until further thereafter amended in accordance with applicable law, the Bylaws of Merger Sub as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Tickets Com Inc)

Certificate of Incorporation; Bylaws. From and after (a) At the Effective Time and until further amended in accordance with applicable lawTime, the Certificate certificate of Incorporation incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation, as Corporation until thereafter amended as set forth in an exhibit to the Certificate provided by law. Table of Merger. From and after Contents (b) At the Effective Time and until further amended in accordance with lawTime, the Bylaws bylaws of Merger Sub Sub, as in effect immediately prior to the Effective Time Time, shall be the Bylaws bylaws of the Surviving CorporationCorporation until thereafter amended as provided by law.

Appears in 1 contract

Samples: Merger Agreement (McLaren Performance Technologies Inc)

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Certificate of Incorporation; Bylaws. From and after At the Effective Time and until further amended in accordance with applicable lawTime, (i) the Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation, as amended as set forth in an exhibit to and (ii) the Certificate of Merger. From and after the Effective Time and until further amended in accordance with law, the Bylaws ByLaws of Merger Sub Sub, as in effect immediately prior to the Effective Time Time, shall be the Bylaws By-Laws of the Surviving Corporation, in each case until duly amended in accordance with applicable law.

Appears in 1 contract

Samples: Merger Agreement (Red Lion California LTD Partnership)

Certificate of Incorporation; Bylaws. From and after the Effective Time and until further amended in accordance with applicable law, the Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, Acquisition shall be remain the Certificate of Incorporation of the Surviving Corporation, as amended as set forth in an exhibit to the Certificate of Merger. From and after the Effective Time and until further amended in accordance with applicable law, the Bylaws of Merger Sub Acquisition as in effect immediately prior to the Effective Time shall be remain the Bylaws of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Jmar Technologies Inc)

Certificate of Incorporation; Bylaws. From and after the Effective Time and until further amended in accordance with applicable law, the Certificate of Incorporation of the Company, Merger Subsidiary as in effect immediately prior to the Effective Time, Time shall be the Certificate of Incorporation of the Surviving Corporation, as amended as set forth in an exhibit to the Certificate of Merger. From and after the Effective Time and until further amended in accordance with law, the Bylaws of Merger Sub Subsidiary as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Pivotal Corp)

Certificate of Incorporation; Bylaws. From and after the Effective Time and until further amended in accordance with applicable law, the Certificate of Incorporation of the CompanyMerger Sub, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation, as amended as set forth in an exhibit to the Certificate of MergerMerger to change the name of the Surviving Corporation to that of the Company. From and after the Effective Time and until further amended in accordance with law, the Bylaws of Merger Sub as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Unitedhealth Group Inc)

Certificate of Incorporation; Bylaws. From and after At the Effective Time and until further amended in accordance with applicable lawTime, the certificate of incorporation of the Company (the “Certificate of Incorporation Incorporation”), as in effect immediately prior to the Effective Time, shall be, upon effectiveness of the Merger, the certificate of incorporation of the Surviving Corporation until thereafter amended as provided by applicable law and by the terms of such Certificate of Incorporation. The by-laws of the Company, as in effect immediately prior to the Effective TimeTime (the “By-Laws”), shall be be, upon effectiveness of the Certificate of Incorporation Merger, the by-laws of the Surviving Corporation, as Corporation until thereafter amended as set forth in an exhibit to the Certificate of Merger. From and after the Effective Time and until further amended in accordance with provided by applicable law, the Bylaws of Merger Sub as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (New World Brands Inc)

Certificate of Incorporation; Bylaws. From and after the Effective Time and until further amended in accordance with applicable law, the Certificate of Incorporation of the Company, Company as in effect immediately prior to the Effective Time, Time shall be the Certificate of Incorporation of the Surviving Corporation, as amended as set forth in an exhibit to the Certificate of Merger. From and after the Effective Time and until further amended in accordance with law, the Bylaws bylaws of Merger Sub shall be the bylaws of the Surviving Corporation as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving CorporationTime.

Appears in 1 contract

Samples: Merger Agreement (Adc Telecommunications Inc)

Certificate of Incorporation; Bylaws. From and after At the Effective Time and Time, (a) the certificate of incorporation of the Company as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation until further thereafter amended in accordance with the provisions thereof and as provided by applicable law, Law; and (b) the Certificate bylaws of Incorporation of the CompanyMerger Sub, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation bylaws of the Surviving Corporation, as amended as set forth in an exhibit to the Certificate of Merger. From and after the Effective Time and Corporation until further thereafter amended in accordance with lawapplicable Law, the Bylaws certificate of Merger Sub as in effect immediately prior to the Effective Time shall be the Bylaws incorporation of the Surviving CorporationCorporation and such bylaws.

Appears in 1 contract

Samples: Merger Agreement (Swank, Inc.)

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