Common use of Certificate of Incorporation; Bylaws Clause in Contracts

Certificate of Incorporation; Bylaws. At the Effective Time, the certificate of incorporation and the bylaws of the Company, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation and the bylaws of the Surviving Corporation.

Appears in 4 contracts

Samples: Merger Agreement (Dresser Industries Inc /De/), Merger Agreement (American Electric Power Company Inc), Merger Agreement (Dresser Industries Inc /De/)

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Certificate of Incorporation; Bylaws. At the Effective Time, the certificate Certificate of incorporation Incorporation and the bylaws Bylaws of the CompanySurviving Corporation shall be amended in their entirety to contain the provisions set forth in the Certificate of Incorporation and the Bylaws of the Purchaser, each as in effect immediately prior to the Effective Time, shall be the certificate of incorporation and the bylaws of the Surviving Corporation.

Appears in 3 contracts

Samples: Merger Agreement (Xyratex LTD), Merger Agreement (Xyratex LTD), Merger Agreement (Nstor Technologies Inc)

Certificate of Incorporation; Bylaws. At The Certificate of Incorporation of the Company at the Effective Time, Time shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter changed or amended in accordance with the provisions thereof and the applicable Law. The bylaws of the Company, as in effect immediately prior to Company at the Effective Time, Time shall be the certificate of incorporation and the bylaws of the Surviving CorporationCorporation until thereafter changed or amended in accordance with applicable Law.

Appears in 3 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Google Inc.), Agreement and Plan of Merger (Google Inc.)

Certificate of Incorporation; Bylaws. At the Effective Time, the certificate of incorporation Company Certificate and the bylaws of the Company, as Company Bylaws in effect immediately prior to the Effective Time, Time shall continue to be the certificate Certificate of incorporation Incorporation and the bylaws Bylaws of the Surviving Corporation, until thereafter amended in accordance with their respective terms and applicable Law.

Appears in 2 contracts

Samples: Merger Agreement (Horizon Health Corp /De/), Merger Agreement (Psychiatric Solutions Inc)

Certificate of Incorporation; Bylaws. At the Effective Time, the certificate Certificate of incorporation Incorporation and the bylaws Bylaws of the CompanyParent Sub, as in effect immediately prior to the Effective Time, shall be the certificate Certificate of incorporation Incorporation and the bylaws Bylaws of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Balanced Care Corp), Merger Agreement (Balanced Care Corp)

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the certificate of incorporation and the bylaws of the Company, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation, until thereafter amended as provided by law and such certificate of incorporation. (b) 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 CorporationCorporation until thereafter amended as provided by law, the certificate of incorporation of the Surviving Corporation and such bylaws, as applicable.

Appears in 2 contracts

Samples: Business Combination Agreement (Tailwind Acquisition Corp.), Business Combination Agreement (Tailwind Acquisition Corp.)

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the restated certificate of incorporation and attached hereto as Exhibit A shall be the certificate of incorporation of the surviving corporation. (b) At the Effective Time, the bylaws of the CompanyDresser, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation and the bylaws of the Surviving Corporationsurviving corporation.

Appears in 2 contracts

Samples: Merger Agreement (Dresser Inc), Merger Agreement (Dresser Inc)

Certificate of Incorporation; Bylaws. At the Effective Time, the certificate Company Certificate of incorporation Incorporation and the bylaws of the Company, Company Bylaws as in effect immediately prior to the Effective TimeTime shall be amended so as to read in the forms of Exhibits A and B hereto, respectively, and, as so amended, shall be the certificate of incorporation and the bylaws of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Boeing Co), Merger Agreement (Aviall Inc)

Certificate of Incorporation; Bylaws. At the Effective Time, the certificate Certificate of incorporation Incorporation and the bylaws Bylaws of the Company, Company as in effect immediately prior to the Effective TimeTime shall be amended so as to read in the forms of Exhibits B and C hereto, respectively, and, as so amended, shall be become the certificate Certificate of incorporation Incorporation and the bylaws Bylaws of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Radiologix Inc), Merger Agreement (Primedex Health Systems Inc)

Certificate of Incorporation; Bylaws. At the Effective Time, (a) the certificate of incorporation, including any amendments and certificates of designation thereto, of the Company shall be the certificate of incorporation and the certificates of designations of the Surviving Corporation until thereafter amended in accordance with the terms thereof or as provided by applicable Law, and (b) the bylaws of the Company, Company as in effect immediately prior to the Effective Time, Time shall be the certificate of incorporation and the bylaws of the Surviving CorporationCorporation until thereafter amended in accordance with the terms thereof, the certificate of incorporation of the Surviving Corporation or as provided by applicable Law.

Appears in 2 contracts

Samples: Merger Agreement (Romulus Corp.), Merger Agreement (On-Air Impact, Inc.)

Certificate of Incorporation; Bylaws. At the Effective Time, the certificate Certificate of incorporation Incorporation and the bylaws Bylaws of the Company, Surviving Corporation shall be the Certificate of Incorporation and Bylaws of Merger Sub as in effect immediately prior to the Effective Time, shall be the certificate of incorporation and the bylaws of the Surviving Corporationin each case until duly amended in accordance with applicable law.

Appears in 2 contracts

Samples: Merger Agreement (Brown & Brown Inc), Merger Agreement (Brown & Brown Inc)

Certificate of Incorporation; Bylaws. At the Effective Time, the certificate of incorporation and the bylaws of the CompanyAcquisition Corp., as in effect immediately prior to the Effective Time, shall be the certificate of incorporation and the bylaws of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Hadron Inc), Merger Agreement (Analex Corp)

Certificate of Incorporation; Bylaws. At the Effective Time, (i) the certificate Certificate of incorporation and the bylaws Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the certificate Certificate of incorporation and the bylaws Incorporation of the Surviving Corporation, and (ii) the Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation, in each case until duly amended in accordance with applicable law.

Appears in 2 contracts

Samples: Merger Agreement (Oec Compression Corp), Merger Agreement (Hanover Compressor Co /)

Certificate of Incorporation; Bylaws. At the Effective Time, (a) the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time and as amended by the Certificate of Merger, shall be the certificate of incorporation of the Surviving Corporation, and (b) the bylaws of the Company, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation and the bylaws of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Edg Capital Inc)

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Certificate of Incorporation; Bylaws. At the Effective Time, the certificate ------------------------------------ Certificate of incorporation Incorporation and the bylaws Bylaws of the Company, as in effect immediately prior to the Effective Time, shall be the certificate Certificate of incorporation Incorporation and the bylaws Bylaws of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Global Maintech Corp)

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the certificate Certificate of incorporation and the bylaws Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the certificate Certificate of incorporation and the bylaws Incorporation of the Surviving CorporationCorporation until thereafter amended as provided by law. (b) The Bylaws of the Company, as in effect immediately prior to the Effective Time, shall be, at the Effective Time, the Bylaws of the Surviving Corporation until thereafter amended.

Appears in 1 contract

Samples: Merger Agreement (Copper Valley Minerals LTD)

Certificate of Incorporation; Bylaws. At the Effective Time, the certificate Certificate of incorporation and the bylaws Incorporation of the Company, as in effect immediately prior to the Effective Time, Company shall be the certificate of incorporation of the Surviving Corporation, and the bylaws of the Surviving Corporation.Company shall be the bylaws set forth on Exhibit A.

Appears in 1 contract

Samples: Merger Agreement (Mateon Therapeutics Inc)

Certificate of Incorporation; Bylaws. At the Effective Time, the certificate Certificate of incorporation Incorporation and the bylaws Bylaws of the Company, Company as in effect immediately prior to the Effective Time, shall be Time will become the certificate Certificate of incorporation Incorporation and the bylaws Bylaws of the Surviving Corporation, each until thereafter amended in accordance with applicable law.

Appears in 1 contract

Samples: Merger Agreement (Avi Biopharma Inc)

Certificate of Incorporation; Bylaws. At the Effective Time, the certificate of incorporation and the bylaws of the CompanyXxxxxx, as in effect immediately prior to the Effective Time, but as amended pursuant to Section 1.12, shall be become the certificate of incorporation and the bylaws of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Vought Aircraft Industries Inc)

Certificate of Incorporation; Bylaws. At the Effective Time, the The certificate of incorporation and the bylaws of the Company, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation and the bylaws of the Surviving CorporationCorporation and thereafter shall continue to be its certificate of incorporation and bylaws until amended as provided therein and under the Code.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Group 1 Automotive Inc)

Certificate of Incorporation; Bylaws. At the Effective Time, the certificate Certificate of incorporation Incorporation and the bylaws Bylaws of the Company, Surviving Corporation as in effect immediately prior to the Effective Time, Time shall be amended so as to read in the certificate forms of incorporation Exhibits A and the bylaws of the Surviving CorporationB, respectively.

Appears in 1 contract

Samples: Merger Agreement (Clubcorp Inc)

Certificate of Incorporation; Bylaws. At the Effective Time, the certificate Certificate of incorporation Incorporation and the bylaws By-Laws of the CompanyMerger Sub, as in effect immediately prior to the Effective Time, shall be the certificate Certificate of incorporation Incorporation and the bylaws By-Laws of the Surviving CorporationCorporation thereafter, unless and until amended in accordance with their terms and as provided by law.

Appears in 1 contract

Samples: Merger Agreement (Ivax Corp /De)

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

Appears in 1 contract

Samples: Merger Agreement (Sequa Corp /De/)

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