Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of the Company 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. (b) The Bylaws of the Company shall be the Bylaws of the Surviving Corporation.
Appears in 3 contracts
Samples: Merger Agreement (Multi Link Telecommunications Inc), Merger Agreement (Applied Spectrum Technologies Inc), Merger Agreement (Qorus Com Inc)
Certificate of Incorporation; Bylaws. (a) At the Effective Time, the The Restated Certificate of Incorporation of the Company 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 applicable law and such Certificate of Incorporation of the Surviving CorporationIncorporation.
(b) The Bylaws of the Company Company, 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.
Appears in 3 contracts
Samples: Merger Agreement (Pamida Holdings Corp/De/), Merger Agreement (Citigroup Inc), Merger Agreement (Shopko Stores Inc)
Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of the Company Merger 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 Corporation.
(b) The Bylaws of the Company Merger Sub shall be the Bylaws of the Surviving Corporation.
Appears in 3 contracts
Samples: Merger Agreement (Israel Technology Acquisition Corp.), Merger Agreement (Israel Technology Acquisition Corp.), Agreement and Plan of Merger (Cea Acquisition Corp)
Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Restated Certificate of Incorporation of the Company, as in effect on the date hereof (the "Company Certificate"), shall be the Certificate certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation incorporation of the Surviving Corporation, until thereafter changed or amended as provided therein or by applicable Law.
(b) The At the Effective Time, the Bylaws of Merger Sub, as in effect immediately prior to the Company Effective Time, shall be the Bylaws of the Surviving Corporation, until thereafter changed or amended as provided therein or by applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Variagenics Inc), Merger Agreement (Hyseq Inc)
Certificate of Incorporation; Bylaws. (a) At the Effective Time, the 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 changed or amended as provided therein or by law and such Certificate of Incorporation of the Surviving Corporationapplicable law.
(b) The Bylaws of the Company as in effect at the Effective Time shall be the Bylaws of the Surviving CorporationCorporation until thereafter changed or amended as provided therein or by applicable law.
Appears in 2 contracts
Samples: Merger Agreement (Berkshire Hathaway Inc /De/), Merger Agreement (International Dairy Queen Inc)
Certificate of Incorporation; Bylaws. (a) At the Effective Time, the The Certificate of Incorporation of Acquiring Corporation, as in effect immediately prior to the Company Effective Date, 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.
(b) The Bylaws of Acquiring Corporation, as in effect immediately prior to the Company Effective Time, shall be the Bylaws of the Surviving CorporationCorporation until thereafter amended.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Americom Usa Inc), Agreement and Plan of Reorganization (Americom Usa Inc)
Certificate of Incorporation; Bylaws. (a) At the Effective Time, the The Certificate of Incorporation of the Company shall be the Certificate of Incorporation of the Surviving Corporation Corporation, until thereafter duly amended as provided therein or by law and such Certificate of Incorporation of the Surviving Corporationapplicable Law (subject to Section 7.7).
(b) The Bylaws of the Company shall be the Bylaws of the Surviving Corporation, until duly amended as provided therein or in the Certificate of Incorporation of the Surviving Corporation or by applicable Law (subject to Section 7.7).
Appears in 2 contracts
Samples: Merger Agreement (Peregrine Semiconductor Corp), Merger Agreement (Peregrine Semiconductor Corp)
Certificate of Incorporation; Bylaws. (a) At Unless otherwise determined by ------------------------------------ Acquiror prior to the Effective Time, at the Effective Time:
(a) The Certificate of Incorporation of the Company Acquiror 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.
(b) The Bylaws of Acquiror, as in effect immediately prior to the Company Effective Time, shall be the Bylaws of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Context Integration Inc)
Certificate of Incorporation; Bylaws. (a) At the Effective Time, (a) the certificate of incorporation of the Surviving Corporation shall be the certificate of incorporation of the Company as amended pursuant to the Certificate of Incorporation Merger and shall be in the form attached hereto as Exhibit C until thereafter changed or amended as provided therein or by applicable law, and (b) the bylaws of the Company shall be the Certificate of Incorporation bylaws 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.
(b) The Bylaws of the Company shall be the Bylaws of the Surviving Corporation.
Appears in 1 contract
Samples: Merger Agreement (Aristotle Corp)
Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of the Company 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.
(b) The Bylaws of the Company shall be the Bylaws of the Surviving Corporation.
Appears in 1 contract
Samples: Merger Agreement (Chiste Corp)
Certificate of Incorporation; Bylaws. (a) At the Effective Time, the The Certificate of Incorporation of Active in effect immediately prior to the Company Effective Time of the Merger shall be the Certificate of Incorporation of the Surviving Corporation unless and until thereafter amended as provided by law and by such Certificate of Incorporation of the Surviving CorporationIncorporation.
(b) The Bylaws of Active in effect immediately prior to the Company Effective Time of the Merger shall be the Bylaws of the Surviving CorporationCorporation unless and until amended or repealed as provided by applicable law, the Certificate of Incorporation of the Surviving Corporation and such Bylaws.
Appears in 1 contract
Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of the Company Surviving Corporation 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 CorporationMerger Sub.
(b) The Bylaws of Merger Sub, as in effect immediately prior to the Company Effective Time, shall be be, at the Effective Time, the Bylaws of the Surviving CorporationCorporation until thereafter amended.
Appears in 1 contract
Samples: Merger Agreement (MSC Software Corp)
Certificate of Incorporation; Bylaws. (a) At From and after the Effective Time, the Certificate of Incorporation of the Company 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.
(b) The Bylaws of the Company Surviving Corporation shall be the same as the Bylaws of the Surviving CorporationCompany, as in effect immediately prior to the Effective Time.
Appears in 1 contract
Samples: Merger Agreement (Nematron Corp)
Certificate of Incorporation; Bylaws. (a) At From and after the Effective Time, (i) the Certificate certificate of Incorporation incorporation of the Company shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation until thereafter changed or amended as provided by law in accordance with the provisions thereof and such Certificate of Incorporation of Applicable Law and (ii) the Surviving Corporation.
(b) The Bylaws bylaws of the Company shall be the Bylaws bylaws of the Surviving CorporationCorporation until thereafter changed or amended in accordance with the provisions thereof and Applicable Law.
Appears in 1 contract
Certificate of Incorporation; Bylaws. (a) At The form of certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, the Certificate of Incorporation of the Company shall be the Certificate form of Incorporation certificate of incorporation of the Surviving Corporation until thereafter amended as provided by law Law and such Certificate certificate of Incorporation of the Surviving Corporationincorporation.
(b) The Bylaws form of bylaws of Merger Sub, as in effect immediately prior to the Company Effective Time, shall be the Bylaws form of bylaws of the Surviving Corporation, until thereafter amended as provided by Law and such bylaws.
Appears in 1 contract
Samples: Merger Agreement (American Tire Distributors Holdings, Inc.)
Certificate of Incorporation; Bylaws. (a) At From and after the Effective Time, the Certificate of Incorporation of the Company ACT-DELAWARE 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.
(b) The From and after the Effective Time, the Bylaws of ACT-DELAWARE as in effect immediately prior to the Company Effective Time shall be the Bylaws of the Surviving Corporation.
Appears in 1 contract
