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.
Appears in 6 contracts
Samples: Merger Agreement (Nimbus Cd International Inc), Merger Agreement (Essman Alyn V), Merger Agreement (Americomm Direct Marketing Inc)
Certificate of Incorporation of the Surviving Corporation. The Certificate of Incorporation of the CompanyCorporation, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving CorporationCorporation and shall be amended such that it is substantially in the form of the Amended and Restated Certificate of Incorporation attached hereto as Exhibit 2.7.
Appears in 4 contracts
Samples: Share Purchase Agreement (Sherman Acquisition Corp), Share Purchase Agreement (Outsourcing Solutions Inc), Share Purchase Agreement and Plan of Merger (Gulf State Credit LLP)
Certificate of Incorporation of the Surviving Corporation. The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, Surviving Corporation shall be the Certificate of Incorporation of the Surviving CorporationSubsidiary as in effect on the date hereof without change unless and until amended in accordance with applicable law.
Appears in 4 contracts
Samples: Merger Agreement (Vyrex Corp), Merger Agreement (TTM Technologies Inc), Merger Agreement (Cardium Therapeutics, Inc.)
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 CorporationCorporation until thereafter amended as provided by law and such Certificate of Incorporation.
Appears in 4 contracts
Samples: Merger Agreement (Ovid Technologies Inc), Merger Agreement (Wolters Kluwer Us Corp), Merger Agreement (Wolters Kluwer Us Corp)
Certificate of Incorporation of the Surviving Corporation. The Certificate certificate of Incorporation incorporation of the Company, Surviving Corporation shall be the certificate of incorporation of Subsidiary as in effect immediately prior to on the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporationdate hereof without change unless and until amended in accordance with applicable law.
Appears in 4 contracts
Samples: Merger Agreement (Technest Holdings Inc), Merger Agreement (Zapata Corp), Merger Agreement (Powell Industries Inc)
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 CorporationCorporation until such time that the Certificate of Incorporation is amended thereafter in accordance with the PRGCL and subject to Section 8.7(a) hereof.
Appears in 3 contracts
Samples: Merger Agreement (Cemex Sa De Cv), Merger Agreement (Cemex Sa De Cv), Merger Agreement (Puerto Rican Cement Co Inc)
Certificate of Incorporation of the Surviving Corporation. The Certificate certificate of Incorporation of incorporation in the Company, as in effect immediately form to be determined by Merger Sub prior to the Effective Time, Time shall be the Certificate certificate of Incorporation incorporation of the Surviving CorporationCorporation until thereafter amended in accordance with applicable Law.
Appears in 3 contracts
Samples: Business Separation and Merger Agreement (Coca-Cola Enterprises, Inc.), Business Separation and Merger Agreement (Coca Cola Co), Business Separation and Merger Agreement (Coca Cola Enterprises Inc)
Certificate of Incorporation of the Surviving Corporation. The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, Company shall be the Certificate of Incorporation of the Surviving CorporationCorporation after the Effective Time, and thereafter may be amended in accordance with its terms and as provided by law and this Agreement.
Appears in 3 contracts
Samples: Merger Agreement (Warburg Pincus Investors Lp), Merger Agreement (Nexstar Pharmaceuticals Inc), Merger Agreement (Gilead Sciences Inc)
Certificate of Incorporation of the Surviving Corporation. 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.
Appears in 3 contracts
Samples: Merger Agreement (Upm Kymmene Corp), Merger Agreement (Champion International Corp), Merger Agreement (Champion International Corp)
Certificate of Incorporation of the Surviving Corporation. The Restated and Amended Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving CorporationCorporation and shall be amended as set forth on Annex B attached hereto.
Appears in 2 contracts
Samples: Merger Agreement (Lift Acquisition Co Inc), Merger Agreement (Raymond Corp)
Certificate of Incorporation of the Surviving Corporation. The Certificate certificate of Incorporation incorporation of Company in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable law, except that the name of the Surviving Corporation shall be changed to the current name of the Company, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation.
Appears in 2 contracts
Samples: Merger Agreement (National Holdings Corp), Merger Agreement (Vfinance Inc)
Certificate of Incorporation of the Surviving Corporation. The At the Effective Time, the Certificate of Incorporation of the Company, as in effect immediately prior to at the Effective Time, shall be the Certificate certificate of Incorporation incorporation of the Surviving CorporationCorporation until thereafter amended in accordance with applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (First Data Corp), Merger Agreement (Fiserv Inc)
Certificate of Incorporation of the Surviving Corporation. 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.
Appears in 2 contracts
Samples: Merger Agreement (Jomed Acquisition Corp), Merger Agreement (Endosonics Corp)
Certificate of Incorporation of the Surviving Corporation. The At the Effective Time, the Certificate of Incorporation of the Company, amended and restated as in effect immediately prior to the Effective Timeset forth on Exhibit 2.1, shall will be the Certificate certificate of Incorporation incorporation of the Surviving Corporation.
Appears in 2 contracts
Samples: Merger Agreement (Troy Group Inc), Merger Agreement (Troy Group Inc)
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 CorporationCorporation until thereafter amended as provided by Applicable Law and such Certificate of Incorporation.
Appears in 2 contracts
Samples: Merger Agreement (Plato Holdings Inc), Merger Agreement (Plato Holdings Inc)
Certificate of Incorporation of the Surviving Corporation. The Certificate of Incorporation of the Company, as in effect immediately prior to At the Effective Time, shall be the Certificate of Incorporation of the Company will be the certificate of incorporation of the Surviving Corporation.
Appears in 2 contracts
Samples: Merger Agreement (Media Arts Group Inc), Merger Agreement (Media Arts Group Inc)
Certificate of Incorporation of the Surviving Corporation. 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.
Appears in 2 contracts
Samples: Merger Agreement (Agl Resources Inc), Merger Agreement (Nui Corp /Nj/)
Certificate of Incorporation of the Surviving Corporation. The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, Time shall be the Certificate of Incorporation of the Surviving CorporationCorporation until thereafter amended in accordance with applicable law, a copy of which is set forth on EXHIBIT E to this Agreement.
Appears in 1 contract
Samples: Merger Agreement (National Capital Management Corp)
Certificate of Incorporation of the Surviving Corporation. The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, Time shall be the Certificate of Incorporation of the Surviving CorporationCorporation until thereafter amended in accordance with applicable law.
Appears in 1 contract
Samples: Merger Agreement (Landacorp Inc)
Certificate of Incorporation of the Surviving Corporation. The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, Surviving Corporation shall be the Certificate of Incorporation of Subsidiary as in effect immediately before the Surviving CorporationEffective Date without change unless and until amended in accordance with applicable law.
Appears in 1 contract
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 CorporationCorporation until thereafter amended as provided by Applicable Law and such Certificate of Incorporation.
Appears in 1 contract
Certificate of Incorporation of the Surviving Corporation. The Certificate --------------------------------------------------------- certificate of Incorporation incorporation of the CompanyPurchaser, as in effect immediately prior to the Effective Time, shall be the Certificate certificate of Incorporation incorporation of the Surviving CorporationCorporation until thereafter amended as provided for by law and pursuant to such certificate of incorporation.
Appears in 1 contract
Certificate of Incorporation of the Surviving Corporation. The Certificate of Incorporation of the Company, as in effect immediately prior to at the Effective Time, shall be the Certificate of Incorporation of the Surviving CorporationCorporation until thereafter amended as provided by law.
Appears in 1 contract
Certificate of Incorporation of the Surviving Corporation. The Certificate certificate of Incorporation incorporation of the Company, as Holdings in effect immediately prior to the Effective Time, Time shall be the Certificate certificate of Incorporation incorporation of the Surviving CorporationCorporation until amended in accordance with its terms and applicable law.
Appears in 1 contract
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 CorporationCorporation until such time that the Certificate of Incorporation is amended thereafter in accordance with the DGCL and subject to Section 8.7(a) hereof.
Appears in 1 contract
Certificate of Incorporation of the Surviving Corporation. The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, Surviving Corporation shall be the Certificate of Incorporation of the Surviving CorporationSubsidiary as in effect at the Effective Time hereof without change unless and until amended in accordance with its terms and with applicable law.
Appears in 1 contract
Samples: Merger Agreement (Catalyst Pharmaceutical Partners, Inc.)
Certificate of Incorporation of the Surviving Corporation. The Certificate certificate of Incorporation incorporation of the Company, as Company in effect immediately prior to the Effective Time, Time shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation, until duly amended in accordance with applicable law.
Appears in 1 contract
Samples: Merger Agreement (Circle International Group Inc /De/)
Certificate of Incorporation of the Surviving Corporation. The Certificate of Incorporation of the Company, as in effect immediately prior before the Effective Time but to the Effective Timeextent amended by the Certificate of Merger, shall be the Certificate of Incorporation of the Surviving CorporationCorporation immediately after the Effective Time.
Appears in 1 contract
Certificate of Incorporation of the Surviving Corporation. The Certificate of Incorporation of the CompanyXXXXXX shall, as in effect immediately prior to of the Effective Time, shall be the Certificate of Incorporation of the Surviving CorporationCorporation until duly amended.
Appears in 1 contract
Samples: Merger Agreement (Solution Technology International Inc)
