Certificate of Incorporation of Holdings Sample Clauses

Certificate of Incorporation of Holdings. Immediately prior to the Effective Time, EXCEL shall cause the Certificate of Incorporation of Holdings to be amended and restated to read as set forth in Appendix I hereto.
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Certificate of Incorporation of Holdings. Immediately prior to the filing of the Merger Agreement with the Delaware Secretary of State, PlanetRx shall cause the Certificate of Incorporation of Holdings to be amended and restated to read as set forth in exhibit 3.2 to the Registration Statement. Additionally, prior to or at the filing of the Merger Agreement with the Delaware Secretary of State, the corporate name of Holdings shall be changed to "PlanxxXx.xxx, Xxc."
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Certificate of Incorporation of Holdings. On or prior to the Effective Time, (i) the Board of Directors of Holdings shall have approved, and the Company, in its capacity as sole stockholder of Holdings, shall have adopted, the Holdings Charter, and the Holdings Charter shall have been filed with the Secretary of State of the State of Delaware and shall have become effective, and (ii) the Holdings Bylaws shall have been adopted and shall be in full force and effect.
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Certificate of Incorporation of Holdings. A copy of the certificate of ---------------------------------------- incorporation of Holdings and each amendment thereto, certified (as of a date reasonably near the date of this Amendment) by the Secretary of State of the State of Delaware as being a true and complete copy thereof.
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Related to Certificate of Incorporation of Holdings

  • 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; By-laws (a) At the Effective Time the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time (as amended as provided for in Section 3.3), shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided by law and such certificate of incorporation. (b) The by-laws of the Company, as in effect immediately prior to the Effective Time, shall be the By-laws of the Surviving Corporation until thereinafter amended as provided by the certificate of incorporation, the Surviving Corporation and such by-laws.

  • Amendment of Certificate of Incorporation The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders, directors, or any other persons herein are granted subject to this reservation.

  • Certificate of Incorporation The certificate of incorporation of the Company in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable law.

  • Articles of Incorporation The articles of incorporation of the Company in effect at the Effective Time shall be the articles of incorporation of the Surviving Corporation until amended in accordance with applicable law.

  • Amendment to Certificate of Incorporation The Depositor will not amend its Certificate of Incorporation or state of incorporation without prior notice to the Rating Agencies, the Indenture Trustee, and the Credit Enhancer.

  • Articles of Incorporation; Bylaws (a) At the Effective Time, the Articles of Incorporation of Company, as in effect immediately prior to the Effective Time, shall be the Articles of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Articles of Incorporation of the Surviving Corporation. (b) The Bylaws of 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.

  • The Certificate of Incorporation of the --------- Corporation shall not be amended in any manner which would materially alter or change the powers, preferences or special rights of the Series A Junior Participating Preferred Stock so as to affect them adversely without the affirmative vote of the holders of at least seventy-five percent of the outstanding shares of Series A Junior Participating Preferred Stock, voting together as a single class.

  • Articles of Incorporation; By-laws At the Effective Time, the Articles of Incorporation, as amended, of the Acquiror (the "Acquiror Articles") and the By-Laws, as amended, of the Acquiror ("Acquiror By-Laws"), as in effect immediately prior to the Effective Time, shall be the Articles of Incorporation and the By-Laws of the Surviving Corporation.

  • Certificate of Incorporation of the Surviving Corporation 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.

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