Certificate of Incorporation; Bylaws. (a) At the Effective Time, 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 thereafter amended as provided by law and such Certificate of Incorporation. (b) At the Effective Time, the Bylaws of the Company as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by law, the Certificate of Incorporation of the Company and such Bylaws.
Appears in 2 contracts
Samples: Merger Agreement (Memc Electronic Materials Inc), Merger Agreement (Memc Electronic Materials Inc)
Certificate of Incorporation; Bylaws. (a) At the Effective Time, (a) 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 until thereafter amended as provided by law and such Certificate of Incorporation.
, and (b) At the Effective Time, the Bylaws of the Company as in effect immediately prior to the Effective Time, Time shall be become the Bylaws of the Surviving Corporation until thereafter amended as provided by law, the Certificate of Incorporation of the Company Surviving Corporation and such Bylaws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (TBM Holdings Inc), Merger Agreement (TBM Holdings Inc)
Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of MergerSub (the Company"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 law Delaware Law and such Certificate of Incorporation.
(b) At the Effective Time, the Bylaws of the Company MergerSub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by lawDelaware Law, the Certificate of Incorporation of the Company Surviving Corporation and such Bylaws.
Appears in 2 contracts
Samples: Merger Agreement (Data Critical Corp), Merger Agreement (Data Critical Corp)
Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Company’s Certificate of Incorporation of the Company, as in effect immediately prior to the Effective TimeTime shall be amended in its entirety as set forth in the Certificate of Merger, and as so amended shall be the Certificate of Incorporation of the Surviving Corporation Corporation, until thereafter duly amended as provided by law and such Certificate of Incorporation.
(b) in accordance with applicable Law. At the Effective Time, the Bylaws of the Company Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter duly amended as provided by lawin accordance with applicable Law, the Certificate of Incorporation of the Company Surviving Corporation and such Bylaws.
Appears in 2 contracts
Samples: Merger Agreement (Angiotech Pharmaceuticals Inc), Agreement and Plan of Merger (Angiotech Pharmaceuticals Inc)
Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate certificate of Incorporation incorporation of the CompanySurviving Corporation shall be amended and restated at the Effective Time to be in the form attached hereto as Exhibit A, until thereafter amended as provided by law and such certificate of incorporation.
(b) Unless otherwise determined by Parent prior to the Effective Time, the bylaws of the Surviving Corporation shall be amended and restated at the Effective Time to conform to the bylaws of Merger Sub as in effect immediately prior to the Effective Time, shall be until thereafter amended as provided by Law, the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporationbylaws.
(b) At the Effective Time, the Bylaws of the Company as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by law, the Certificate of Incorporation of the Company and such Bylaws.
Appears in 2 contracts
Samples: Merger Agreement (Anaplan, Inc.), Merger Agreement (Boingo Wireless, Inc.)
Certificate of Incorporation; Bylaws. (a) At the Effective ------------------------------------ Time, the Restated 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 until thereafter amended as provided by law Law and such Certificate of Incorporation.
(b) . At the Effective Time, the Bylaws of the Company Purchaser, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by lawLaw, the Certificate of Incorporation of the Company Surviving Corporation and such Bylaws.
Appears in 2 contracts
Samples: Registration Rights Agreement (Pogo Producing Co), Merger Agreement (Pogo Producing Co)
Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of the Company, as in effect immediately prior to Surviving Corporation will be amended and restated at the Effective Time, shall be Time so as to read in the Certificate of Incorporation of the Surviving Corporation form attached hereto as Exhibit A until thereafter amended as provided by law and such Certificate of Incorporationapplicable legal requirements.
(b) At the Effective Time, the Bylaws of the Company Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by lawapplicable legal requirements, the Certificate of Incorporation of the Company Surviving Corporation and such Bylaws.
Appears in 2 contracts
Samples: Merger Agreement (Xo Holdings Inc), Merger Agreement (Icahn Carl C)
Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Amended and Restated 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 thereafter amended as provided by law and such Certificate of Incorporation.
(b) At Unless otherwise determined by Parent prior to the Effective Time, the Bylaws By-laws of the Company Purchaser, as in effect immediately prior to the Effective Time, shall be the Bylaws By-laws of the Surviving Corporation until thereafter amended as provided by law, the Certificate of Incorporation of the Company Surviving Corporation and such BylawsBy-laws.
Appears in 2 contracts
Samples: Merger Agreement (General Electric Capital Corp), Merger Agreement (Heller Financial Inc)
Certificate of Incorporation; Bylaws. (a) At the Effective Time, 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 until thereafter amended as provided by law Delaware Law and such Certificate of Incorporation, provided, however, that the name of the Surviving Corporation will be "MaxMiles, Inc.".
(b) At the Effective Time, the Bylaws of the Company Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by law, the Certificate of Incorporation of the Company Surviving Corporation and such Bylaws.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Netcentives Inc)
Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate certificate of Incorporation incorporation of the CompanySurviving Corporation, as in effect immediately prior to the Effective TimeTime (the "Certificate of Incorporation"), shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law the DGCL, the Bylaws and such the Certificate of Incorporation.
(b) At the Effective Time, the Bylaws of the Company Surviving Corporation, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by law, the Certificate of Incorporation of the Company and such Bylawsamended.
Appears in 1 contract
Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of the Company, as Company in effect immediately prior to the Effective TimeTime shall be amended in its entirety as set forth in Exhibit A to the Certificate of Merger, and as so amended shall be the Certificate of Incorporation of the Surviving Corporation Corporation, until thereafter duly amended as provided by law and such Certificate of Incorporationin accordance with applicable law.
(b) At the Effective Time, the Bylaws of the Company Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter duly amended as provided by in accordance with applicable law, the Certificate of Incorporation of the Company Surviving Corporation and such Bylaws.
Appears in 1 contract
Samples: Merger Agreement (Nexland Inc)
Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of the CompanySurviving Corporation, as in effect immediately prior to the Effective Time, shall be remain the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporationlaw.
(b) At the Effective Time, the Bylaws by-laws of the Company Surviving Corporation as in effect immediately prior to the Effective Time, shall be the Bylaws by-laws of the Surviving Corporation until thereafter amended as provided by law, the Certificate of Incorporation of the Company law and such Bylawsby-laws.
Appears in 1 contract
Samples: Merger Agreement (Receivable Acquisition & Management Corp)
Certificate of Incorporation; Bylaws. (a) At the Effective Time, ,
(a) the Certificate certificate of Incorporation incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended to be in the Certificate form of Incorporation Exhibit A and as so amended, will be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and as provided by law and such Certificate of Incorporation.applicable Law; and
(b) At the Effective Timebylaws of Merger Sub, the Bylaws of the Company as in effect immediately prior to the Effective Time, shall be the Bylaws bylaws of the Surviving Corporation until thereafter amended as provided by lawin accordance with applicable Law, the Certificate of Incorporation of the Company Surviving Corporation and such Bylawsbylaws.
Appears in 1 contract
Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of MergerSub (the Company"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 law Delaware Law and such Certificate of Incorporation.
(b) At the Effective Time, the Bylaws of the Company MergerSub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by lawDelaware Law, the Certificate of Incorporation of the Company Surviving Corporation and such Bylaws.
Appears in 1 contract
Samples: Merger Agreement (Vitalcom Inc)
Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of the Company, as in effect immediately prior to the Effective TimeTime (the “Certificate of Incorporation”), 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 law and such Certificate of IncorporationLaw.
(b) At the Effective Time, the Bylaws of the Company Company, as in effect immediately prior to the Effective TimeTime (the “Bylaws”), shall be the Bylaws bylaws of the Surviving Corporation until thereafter amended as provided by lawin accordance with the provisions thereof, the Certificate of Incorporation of the Company and such Bylawsas provided by Law.
Appears in 1 contract
Samples: Merger Agreement (Geo Group Inc)
Certificate of Incorporation; Bylaws. (a) At the Effective ------------------------------------- Time, the Certificate certificate of Incorporation incorporation of the Company, Company 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 as provided by law Law and such the Certificate of Incorporation.
(b) Incorporation of the Surviving Corporation. At the Effective Time, the Bylaws by-laws of the Company as in effect immediately prior to the Effective Time, shall be the Bylaws by-laws of the Surviving Corporation until thereafter amended as provided by law, Law and the Certificate certificate of Incorporation incorporation of the Company Surviving Corporation and such Bylawsby-laws.
Appears in 1 contract
Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of the Company, as in effect immediately Unless otherwise determined by Parent prior to the Effective Time, shall be at the Effective Time the Certificate of Incorporation of the Surviving Corporation Corporation, shall be in the form attached hereto as Exhibit B until thereafter --------- amended as provided by law and such Certificate of Incorporation.
(b) At the Effective Time, the The Bylaws of the Company Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by law, the Certificate of Incorporation of the Company Surviving Corporation and such Bylaws.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Emachines Inc /De/)
Certificate of Incorporation; Bylaws. (a) At Unless otherwise determined by Parent prior to the Effective Time, as of the Effective Time, the Certificate of Incorporation of the CompanySurviving Corporation, in the form attached hereto as in effect immediately prior to the Effective TimeExhibit A, 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 TimeUnless otherwise determined by Parent, the Bylaws of the Company Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by law, the Certificate of Incorporation of the Company and such Bylawsamended.
Appears in 1 contract
Samples: Merger Agreement (Starbase Corp)
Certificate of Incorporation; Bylaws. (a) At the Effective Time, ------------------------------------ (a) the Certificate certificate of Incorporation 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 certificate of Incorporation incorporation of the Surviving Corporation until thereafter changed or amended as provided by in accordance with the provisions thereof and applicable law and such Certificate of Incorporation.
(b) At the bylaws of Purchaser as in effect at the Effective Time shall, from and after the Effective Time, the Bylaws of the Company as in effect immediately prior to the Effective Time, shall be the Bylaws bylaws of the Surviving Corporation until thereafter changed or amended as provided by in accordance with the provisions thereof and applicable law, the Certificate of Incorporation of the Company and such Bylaws.
Appears in 1 contract
Certificate of Incorporation; Bylaws. (a) At the Effective Time, 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 thereafter amended in accordance with the provisions thereof and as provided by law and such Certificate of IncorporationLaw.
(b) At the Effective Time, the Bylaws of the Company Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by lawLaw, the Certificate of Incorporation of the Company Surviving Corporation and such Bylaws.
Appears in 1 contract
