Certificate of Incorporation. The certificate of incorporation of the Company shall be amended at the Effective Time to read in its entirety as set forth in Exhibit B hereto and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with Applicable Law.
Appears in 12 contracts
Samples: Merger Agreement (ChyronHego Corp), Merger Agreement (ChyronHego Corp), Merger Agreement (Telular Corp)
Certificate of Incorporation. The At the Effective Time, the certificate of incorporation of the Company shall be amended at and restated in its entirety as of the Effective Time to read in its entirety as set forth in on Exhibit B hereto A hereto, and, as so amended, amended and restated shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until until, subject to Section 5.4, thereafter amended in accordance with Applicable its terms and as provided by applicable Law.
Appears in 8 contracts
Samples: Merger Agreement (Lewis & Clark Ventures I, LP), Merger Agreement (Sagrera Ricardo A.), Merger Agreement (RiverRoad Capital Partners, LLC)
Certificate of Incorporation. The At the Effective Time, and without any further action on the part of the Company and Merger Sub, the certificate of incorporation of the Company shall be amended at the Effective Time to read in its entirety as set forth in Exhibit B hereto andA, and as so amended, amended shall be the certificate of incorporation of the Surviving Corporation until until, subject to Section 6.11, amended in accordance with its terms and as provided by Applicable Law.
Appears in 7 contracts
Samples: Merger Agreement (ATN International, Inc.), Merger Agreement (Alaska Communications Systems Group Inc), Merger Agreement (Alaska Communications Systems Group Inc)
Certificate of Incorporation. The At the Effective Time, subject to the provisions of Section 7.8(a), the certificate of incorporation of the Company shall be amended at the Effective Time and restated so as to read in its entirety in the form attached as set forth in Exhibit B hereto andA hereto, as so amended, and such amended and restated certificate of incorporation shall be become the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with Applicable Lawthe applicable provisions of the DGCL and such certificate of incorporation (subject to the provisions of Section 7.8(a)).
Appears in 6 contracts
Samples: Merger Agreement (Skullcandy, Inc.), Merger Agreement (Mill Road Capital II, L.P.), Merger Agreement (Mill Road Capital II, L.P.)
Certificate of Incorporation. The At the Effective Time, the certificate of incorporation of the Company shall be amended at the Effective Time to read and restated in its entirety to read as set forth in Exhibit B A attached hereto and, as so amendedamended and restated, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with Applicable Lawas provided by the DGCL and such certificate of incorporation (subject to Section 6.10(a)).
Appears in 5 contracts
Samples: Merger Agreement (Perficient Inc), Merger Agreement (Quotient Technology Inc.), Merger Agreement (Cambrex Corp)
Certificate of Incorporation. The At the Effective Time, the certificate of incorporation of the Company in effect immediately prior to the Effective Time shall be amended at the Effective Time so as to read in its entirety as set forth in on Exhibit B hereto C and, as so amended, shall be be, from and after the Effective Time, the certificate of incorporation of the Surviving Corporation (the “Surviving Charter”), until duly amended in accordance with Applicable Lawas provided therein or by applicable Laws.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (CSR PLC), Agreement and Plan of Merger (Zoran Corp \De\), Merger Agreement (CSR PLC)
Certificate of Incorporation. The certificate of incorporation of the Company shall be amended at the Effective Time to read in its entirety as set forth in Exhibit B C hereto and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with Applicable Law.
Appears in 4 contracts
Samples: Merger Agreement (CERNER Corp), Merger Agreement (Netsuite Inc), Merger Agreement (Opower, Inc.)
Certificate of Incorporation. The At the Effective Time, the certificate of incorporation of the Company shall be amended at the Effective Time to read and restated in its entirety to read as set forth in Exhibit B A attached hereto and, as so amendedamended and restated, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with Applicable Lawas provided by the DGCL and such certificate of incorporation (subject to Section 6.8(a)).
Appears in 4 contracts
Samples: Merger Agreement (Haynes International Inc), Merger Agreement (Haynes International Inc), Agreement and Plan of Merger (Zymergen Inc.)
Certificate of Incorporation. The certificate of incorporation of the Company shall be amended at the Effective Time to read in its entirety as set forth in Exhibit B hereto on Annex I and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with Applicable Law.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Victor Technologies Group, Inc.), Merger Agreement (Colfax CORP), Merger Agreement (Razor Holdco Inc.)
Certificate of Incorporation. The certificate of incorporation of the Company in effect immediately prior to the Effective Time shall be amended at as of the Effective Time to read in its entirety as set forth in Exhibit B hereto andA, and as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with Applicable Lawapplicable law.
Appears in 4 contracts
Samples: Merger Agreement (Decisionone Holdings Corp), Merger Agreement (Lee Thomas H Equity Fund Iii L P), Merger Agreement (Donaldson Lufkin & Jenrette Inc /Ny/)
Certificate of Incorporation. The At the Effective Time, the certificate of incorporation of the Company shall be amended at the Effective Time to read and restated in its entirety to read as set forth in Exhibit B A attached hereto and, as so amendedamended and restated, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with Applicable Lawas provided by the DGCL and such certificate of incorporation.
Appears in 4 contracts
Samples: Merger Agreement (Enova International, Inc.), Merger Agreement (Enova International, Inc.), Merger Agreement (Enova International, Inc.)
Certificate of Incorporation. The certificate of incorporation of the Company as in effect immediately prior to the Effective Time (the "Certificate of Incorporation") shall be amended at the Effective Time to read in its entirety as set forth in Exhibit B hereto andA hereto, and such Certificate of Incorporation, as so amendedamended at the Effective Time, shall be the certificate of incorporation of the Surviving Corporation Corporation, until thereafter further changed or amended in accordance with Applicable Lawas provided therein or by applicable law.
Appears in 3 contracts
Samples: Merger Agreement (Cable Car Beverage Corp), Merger Agreement (Cable Car Beverage Corp), Merger Agreement (Triarc Companies Inc)
Certificate of Incorporation. The certificate At the Effective Time, the Certificate of incorporation Incorporation of the Company shall be amended at the Effective Time so as to read in its entirety as set forth in the form of Exhibit B hereto andhereto, and as so amended, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation Corporation, until thereafter further amended in accordance with Applicable Lawthe DGCL and the provisions of such Certificate of Incorporation.
Appears in 3 contracts
Samples: Merger Agreement (Cpi International, Inc.), Merger Agreement (Cpi International, Inc.), Merger Agreement (Comtech Telecommunications Corp /De/)
Certificate of Incorporation. The certificate of incorporation of the Company Company, as in effect immediately prior to the Effective Time, shall be amended and restated in its entirety at the Effective Time to read in its entirety as set forth in on Exhibit B hereto andA, and as so amended, amended and restated shall be the certificate of incorporation of the Surviving Corporation Corporation, until thereafter altered, amended or repealed as provided therein and in accordance with Applicable Lawapplicable law.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Ontario Teachers Pension Plan Board), Stock Purchase Agreement (Paragon Trade Brands Inc), Stock Purchase Agreement (Paragon Trade Brands Inc)
Certificate of Incorporation. The certificate of incorporation of the Company in effect immediately prior to the Effective Time shall be amended at as of the Effective Time to read in its entirety as set forth in Exhibit B hereto A, and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with Applicable Lawapplicable law.
Appears in 3 contracts
Samples: Merger Agreement (Donaldson Lufkin & Jenrette Inc /Ny/), Merger Agreement (Thermadyne Holdings Corp /De), Merger Agreement (Thermadyne Holdings Corp /De)
Certificate of Incorporation. The certificate of incorporation of the Company shall be amended at the Effective Time to read in its entirety as set forth in Exhibit B hereto A and, as so amended, shall be the certificate of incorporation of the Surviving Corporation (the “Charter”), until thereafter duly amended in accordance with Applicable Lawas provided therein or by applicable Laws.
Appears in 3 contracts
Samples: Merger Agreement (Pacific Capital Bancorp /Ca/), Merger Agreement (Unionbancal Corp), Merger Agreement
Certificate of Incorporation. The certificate of incorporation of Buyer in effect immediately prior to the Company Effective Time shall be amended at as of the Effective Time to read in its entirety as set forth in Exhibit B hereto A, and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with Applicable Lawthe terms thereof and applicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Enterprise Software Inc), Merger Agreement (Enterprise Software Inc)
Certificate of Incorporation. The certificate At the Effective Time, the Amended and Restated Certificate of incorporation Incorporation of the Company shall be amended at the Effective Time so as to read in its entirety as set forth in on Exhibit B hereto and, as so amended, shall be the certificate of incorporation of the Surviving Corporation Company until thereafter amended in accordance with Applicable the provisions thereof and of applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Schwab Charles Corp), Merger Agreement (optionsXpress Holdings, Inc.)
Certificate of Incorporation. The certificate At the Effective Time, the Restated Certificate of incorporation Incorporation, as amended (the “Company Certificate of Incorporation”) of the Company shall be amended at the Effective Time and restated so as to read in its entirety as set forth in on Exhibit B hereto and, as so amended, shall be the certificate of incorporation of the Surviving Corporation Company until thereafter amended in accordance with Applicable the provisions thereof and of applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (As Seen on TV, Inc.), Merger Agreement (Ediets Com Inc)
Certificate of Incorporation. The certificate of incorporation of the Company shall be amended at the Effective Time to read in its entirety as set forth in Exhibit B A hereto and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with Applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Alexion Pharmaceuticals, Inc.), Merger Agreement (Blue Coat Systems Inc)
Certificate of Incorporation. The At the Effective Time, the certificate of incorporation of the Company as in effect immediately prior to the Effective Time shall be amended at the Effective Time so as to read in its entirety as set forth in Exhibit B hereto andA hereto, as and so amended, amended shall be the certificate of incorporation of the Surviving Corporation Corporation, until duly amended in accordance with Applicable Lawapplicable Law and the terms thereof.
Appears in 2 contracts
Samples: Merger Agreement (FTD Inc), Merger Agreement (FTD Inc)
Certificate of Incorporation. The certificate Certificate of incorporation Incorporation of the Company in effect immediately prior to the Effective Time shall be amended and restated in its entirety at the Effective Time to read in its entirety as set forth in Exhibit B hereto andB, and as so amended, amended and restated shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation (the "Surviving Corporation Certificate"), until amended in accordance with Applicable Lawthe terms thereof and with applicable law.
Appears in 2 contracts
Samples: Merger Agreement (Fleming Companies Inc /Ok/), Merger Agreement (Core Mark International Inc)
Certificate of Incorporation. The certificate of incorporation of the Company as in effect immediately prior to the Effective Time shall be amended at the Effective Time to read in its entirety and restated as set forth in on Exhibit B attached hereto and, as so amendedamended and restated, shall from and after the Effective Time, be the certificate of incorporation of the Surviving Corporation (the “Charter”), until thereafter duly amended in accordance with Applicable as provided therein or by applicable Law, subject to Section 7.10.
Appears in 2 contracts
Samples: Merger Agreement (Dimensional Associates, LLC), Merger Agreement (Orchard Enterprises, Inc.)
Certificate of Incorporation. The amended and restated certificate of incorporation of the Company shall be amended at in the Effective Time Merger to read in its entirety as set forth in on Exhibit B C hereto and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until duly amended in accordance with Applicable Lawas provided therein or by applicable law.
Appears in 2 contracts
Samples: Merger Agreement (ExlService Holdings, Inc.), Merger Agreement (ExlService Holdings, Inc.)
Certificate of Incorporation. The At the Effective Time, the certificate of incorporation of the Company shall be amended at the Effective Time to read in its entirety as set forth in Exhibit B hereto andA attached hereto, and as so amended, amended shall be the certificate of incorporation of the Surviving Corporation Corporation, until duly amended in accordance with Applicable Lawapplicable law.
Appears in 2 contracts
Samples: Merger Agreement (Devon Energy Corp/De), Merger Agreement (Ocean Energy Inc /Tx/)
Certificate of Incorporation. The certificate At the Effective Time, the Certificate of incorporation Incorporation of the Company shall be amended at the Effective Time to read and restated in its entirety to read as set forth in on Exhibit B hereto and, as A. As so amended, the Certificate of Incorporation of the Company shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter amended in accordance with as permitted by Applicable Law, such Certificate of Incorporation and this Agreement (including Section 7.7).
Appears in 2 contracts
Samples: Merger Agreement (LVB Acquisition, Inc.), Merger Agreement (Zimmer Holdings Inc)
Certificate of Incorporation. The At the Effective Time the certificate of incorporation of the Company shall be amended at the Effective Time and restated to read in its entirety as set forth in Exhibit B hereto andAnnex B, as so amended, and such amended and restated certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with Applicable Lawthe applicable provisions of the DGCL and such certificate of incorporation.
Appears in 2 contracts
Samples: Merger Agreement (Brigham Exploration Co), Merger Agreement (Statoil Asa)
Certificate of Incorporation. The At the Effective Time, the certificate of incorporation of the Company in effect immediately prior to the Effective Time shall be amended at the Effective Time to read in its entirety as set forth in Exhibit B hereto andA attached hereto, and as so amended, amended shall be the certificate of incorporation of the Surviving Corporation Entity, until thereafter amended as provided therein and in accordance with Applicable Lawapplicable law but always subject to the limitation on such amendments as set forth in this Agreement, including in Section 6.4 below.
Appears in 2 contracts
Samples: Merger Agreement (ARBINET Corp), Merger Agreement (Primus Telecommunications Group Inc)
Certificate of Incorporation. The certificate of incorporation of the Company (the “Company Certificate of Incorporation”) shall be amended at the Effective Time to read in its entirety as set forth in Exhibit B hereto and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with Applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Oracle Corp), Merger Agreement (Hyperion Solutions Corp)
Certificate of Incorporation. The certificate of incorporation of the Company shall be amended at the Effective Time to read in its entirety as set forth the certificate of incorporation of Merger Sub in Exhibit B hereto andeffect immediately prior to the Effective Time (which shall contain such provisions as are necessary to give full effect to Section 6.11 hereof), and as so amended, amended shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with Applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (RMG Networks Holding Corp), Merger Agreement (Lionbridge Technologies Inc /De/)
Certificate of Incorporation. The certificate At the Effective Time, the Certificate of incorporation Incorporation of the Company Company, as in effect immediately prior to the Effective Time, shall be amended at the Effective Time and restated to read in its entirety as set forth in Exhibit B A attached hereto and, as so amendedamended and restated, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter amended in accordance with Applicable the provisions thereof and as provided by applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Vital Signs Inc), Merger Agreement (General Electric Co)
Certificate of Incorporation. The At the Effective Time, the certificate of incorporation of the Company shall be amended at the Effective Time to read and restated in its entirety as set forth in Exhibit B hereto andA attached hereto, and as so amended, shall be the certificate of incorporation of the Surviving Corporation Company until thereafter changed or amended in accordance with Applicable Lawas provided by the DGCL or therein.
Appears in 2 contracts
Samples: Merger Agreement (Cigna Corp), Merger Agreement (HealthSpring, Inc.)
Certificate of Incorporation. The certificate of incorporation of the Company shall be amended at the Effective Time to read in its entirety as set forth in Exhibit B hereto and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with Applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Packeteer Inc), Merger Agreement (Blue Coat Systems Inc)
Certificate of Incorporation. The At the Effective Time, the certificate of incorporation of the Company shall be amended at the Effective Time so as to read in its entirety as set forth in Exhibit B hereto and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with Applicable Lawits terms and as provided by applicable Law (subject to Section 6.7(b)).
Appears in 2 contracts
Samples: Merger Agreement (Contango Oil & Gas Co), Merger Agreement (Crimson Exploration Inc.)
Certificate of Incorporation. The certificate of incorporation of the Company shall be amended at the Effective Time to read in its entirety as set forth in Exhibit B hereto Annex II and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with Applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Kla Tencor Corp), Merger Agreement (Therma Wave Inc)
Certificate of Incorporation. The certificate of incorporation of the Company shall be amended at in the Effective Time Merger to read in its entirety as set forth in on Exhibit B hereto and, as so amended, shall be the certificate of incorporation of the Surviving Corporation Corporation, subject to Section 7.5(b), until amended in accordance with Applicable Lawapplicable law.
Appears in 2 contracts
Samples: Merger Agreement (Usa Interactive), Merger Agreement (Udate Com Inc)
Certificate of Incorporation. The At the Effective Time, the certificate of incorporation of the Company shall be amended at the Effective Time to read and restated in its entirety to read as set forth in Exhibit B attached hereto and, as so amendedamended and restated, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with Applicable Lawas provided by the DGCL and such certificate of incorporation (subject to Section 6.10(a)).
Appears in 2 contracts
Samples: Merger Agreement (Kaleyra, Inc.), Merger Agreement (Ping Identity Holding Corp.)
Certificate of Incorporation. The At the Effective Time, the certificate of incorporation of the Company shall be amended at the Effective Time and restated so as to read in its entirety as set forth in the form of Exhibit B hereto and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with Applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (LoopNet, Inc.), Merger Agreement (Costar Group Inc)
Certificate of Incorporation. The certificate At the Effective Time, the Certificate of incorporation Incorporation of the Company shall be amended at the Effective Time to read in its entirety to read as set forth in Exhibit B C hereto and, as so amended, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter changed or amended in accordance with Applicable Lawas provided therein or by the DGCL.
Appears in 2 contracts
Samples: Merger Agreement (Velocity Express Corp), Merger Agreement (Cd&l Inc)
Certificate of Incorporation. The At the Effective Time, the certificate of incorporation of the Company shall be amended at the Effective Time to read and restated in its entirety as set forth in on Exhibit B hereto and, A and as so amended, amended and restated shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation (the “Certificate of Incorporation”), until thereafter amended in accordance with Applicable as provided therein or by applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (ACELYRIN, Inc.), Merger Agreement (Alumis Inc.)
Certificate of Incorporation. The At the Effective Time, the certificate of incorporation of the Company Company, as in effect immediately prior to the Effective Time, shall be amended at the Effective Time so as to read in its entirety as in the form set forth in Exhibit B hereto and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with Applicable Lawas provided by the DGCL and the provisions of such certificate of incorporation.
Appears in 2 contracts
Samples: Merger Agreement (Ssa Global Technologies, Inc), Merger Agreement (Exe Technologies Inc)
Certificate of Incorporation. The certificate Certificate of incorporation Incorporation of the Company shall be amended at as of the Effective Time to read in its entirety as set forth in Exhibit B hereto and, as the Certificate of Merger. As so amended, the Certificate of Incorporation of the Company shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until amended in accordance with Applicable Lawas provided by law and such Certificate of Incorporation and the Bylaws of the Surviving Corporation.
Appears in 2 contracts
Samples: Merger Agreement (Marketwatch Inc), Merger Agreement (Dow Jones & Co Inc)
Certificate of Incorporation. The At the Effective Time and without any further action on the part of the Company or Merger Sub, the certificate of incorporation of the Company shall be amended at the Effective Time to read in its entirety to read as set forth in on Exhibit B hereto and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with its terms and Applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Constant Contact, Inc.), Merger Agreement (Endurance International Group Holdings, Inc.)
Certificate of Incorporation. The At the Effective Time, the certificate of incorporation of the Company shall be amended at the Effective Time and restated in its entirety to read in its entirety the form attached as set forth in Exhibit B A hereto and incorporated herein by reference, and, as so amendedamended and restated, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with Applicable Lawas provided by the DGCL and such certificate of incorporation.
Appears in 2 contracts
Samples: Merger Agreement (Infinera Corp), Merger Agreement (Nokia Corp)
Certificate of Incorporation. The certificate At the Effective Time, the Certificate of incorporation Incorporation of the Company shall Acquisition Corp. will be amended at the Effective Time to read in its entirety as set forth in on Exhibit B annexed hereto and, as so amended, shall (the "AMENDED CERTIFICATE OF INCORPORATION") and the Amended Certificate of Incorporation will be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until amended in accordance with Applicable Lawimmediately after the Effective Time.
Appears in 1 contract
Samples: Merger Agreement (Edgar Online Inc)
Certificate of Incorporation. The At the Effective Time, the certificate of incorporation of the Company (as amended), as in effect immediately prior to the Effective Time, shall be amended at the Effective Time and restated to read in its entirety as set forth in Exhibit B attached hereto and, as so amendedamended and restated, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with Applicable Lawthe DGCL and as provided in such certificate of incorporation.
Appears in 1 contract
Samples: Merger Agreement (Google Inc.)
Certificate of Incorporation. The At the Effective Time, the certificate of incorporation of the Company as in effect immediately prior to the Effective Time shall be amended at the Effective Time as so as to read in its entirety as set forth in Exhibit B hereto andA hereto, as and so amended, amended shall be the certificate of incorporation of the Surviving Corporation Corporation, until duly amended in accordance with Applicable Lawapplicable Law (as hereinafter defined) and the terms thereof.
Appears in 1 contract
Certificate of Incorporation. The certificate of incorporation of the Company shall be amended at the Effective Time to read in its entirety as set forth in Exhibit Annex B hereto and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with Applicable Law.
Appears in 1 contract
Samples: Merger Agreement (Metasolv Inc)
Certificate of Incorporation. The At the Effective Time, the certificate of incorporation of the Company shall be amended at by virtue of the Effective Time to read Merger in its entirety as the form set forth in on Exhibit B hereto and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with Applicable Lawas provided by applicable Law and such certificate of incorporation.
Appears in 1 contract
Samples: Transaction Agreement (S1 Corp /De/)
Certificate of Incorporation. The certificate of incorporation of the Company shall be amended at the Effective Time to read in its entirety as set forth in Exhibit Annex B hereto and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with Applicable Law.
Appears in 1 contract
Certificate of Incorporation. The certificate At the Effective Time, the Certificate of incorporation Incorporation of the Company shall be amended at and restated to read substantially in the form of the Certificate of Incorporation of the Merger Subsidiary as in effect immediately prior to the Effective Time to read in its entirety as set forth in Exhibit B hereto and, as so amended, and shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation after the Effective Time, until thereafter changed or amended in accordance with Applicable Lawas provided therein or by applicable law.
Appears in 1 contract
Certificate of Incorporation. The certificate of incorporation of the Company shall be amended at the Effective Time to read in its entirety as set forth in Exhibit B C hereto and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with Applicable Law.. Table of Contents
Appears in 1 contract
Certificate of Incorporation. The certificate of incorporation of At the Effective Time, the Company Certificate shall be amended at the Effective Time to read in its entirety as set forth in on Exhibit B A hereto and, and as so amended, amended shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with Applicable Lawas provided by the DGCL and such certificate of incorporation.
Appears in 1 contract
Certificate of Incorporation. The certificate At the Effective Time, the Certificate of incorporation Incorporation of the Company as in effect immediately prior to the Effective Time shall be amended at the Effective Time to read in its entirety to read as set forth provided in Exhibit B 3.1 hereto and, as so amended, and shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until amended in accordance with Applicable Lawapplicable law.
Appears in 1 contract
Samples: Merger Agreement (Gt Bicycles Inc)
Certificate of Incorporation. The certificate of incorporation of the Company shall be amended and restated, as a result of the Merger, at the Effective Time to read in its entirety in the form attached hereto as set forth in Exhibit B hereto A and, as so amendedamended and restated, shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with Applicable Law.
Appears in 1 contract
Samples: Merger Agreement (Sportsman's Warehouse Holdings, Inc.)
Certificate of Incorporation. The certificate of incorporation of the Company shall be amended shall, at the Effective Time Time, be amended to read in its entirety as set forth in on Exhibit B hereto A and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with Applicable Law(the “Surviving Charter”).
Appears in 1 contract
Samples: Merger Agreement (Interpool Inc)
Certificate of Incorporation. The certificate Certificate of incorporation Incorporation of Company in effect immediately prior to the Company Effective Time shall be amended at the Effective Time to read in its entirety as set forth in Exhibit B 2 attached hereto and, and as so amended, amended shall be constitute the certificate Certificate of incorporation Incorporation of the Surviving Corporation until duly amended in accordance with Applicable Lawor repealed.
Appears in 1 contract
Samples: Merger Agreement (West Corp)
Certificate of Incorporation. The At the Effective Time, the certificate of incorporation of the Company shall be amended at the Effective Time so as to read in its entirety as set forth in Exhibit B hereto and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with Applicable Law.its terms and as provided by applicable Law (subject to Section 6.7
Appears in 1 contract
Samples: Merger Agreement (Pfizer Inc)
Certificate of Incorporation. The certificate of incorporation of the Company shall be amended at the Effective Time to read in its entirety as set forth the certificate of incorporation of Merger Sub in Exhibit B hereto andeffect immediately prior to the Effective Time (which shall contain such provisions as are necessary to give full effect to the exculpation and indemnification provided for in Section 6.11 hereof), and as so amended, amended shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with Applicable Law.
Appears in 1 contract
Samples: Merger Agreement (Mac-Gray Corp)
Certificate of Incorporation. The At the Effective Time, the certificate of incorporation of the Company shall be amended at the Effective Time so as to read in its entirety as set forth in Exhibit B hereto and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with Applicable Lawits terms and as provided by applicable Law (subject to Section 6.7).
Appears in 1 contract
Samples: Merger Agreement (Wyeth)
Certificate of Incorporation. The certificate of incorporation of the Company shall be amended at the Effective Time to read in its entirety as set forth in Exhibit B C hereto and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with Applicable Law.. Table of Contents CONFIDENTIAL
Appears in 1 contract
Samples: Merger Agreement
Certificate of Incorporation. The certificate Certificate of incorporation Incorporation of the Company as in effect immediately prior to the Effective Time shall be amended at the Effective Time to read in its entirety as set forth in Exhibit B 2.1 attached hereto and, and as so amended, amended shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation Corporation, until the same shall thereafter be altered, amended or repealed in accordance with Applicable Lawapplicable law or such Certificate of Incorporation.
Appears in 1 contract
Certificate of Incorporation. The certificate of incorporation of the Company Surviving Corporation shall be amended at the Effective Time to read in its entirety as set forth in on Exhibit B hereto and, as so amended, shall be A to this Agreement (the certificate of incorporation of the Surviving Corporation until amended in accordance with Applicable Law“Charter Amendment”).
Appears in 1 contract
Samples: Merger Agreement (Boston Restaurant Associates Inc)
Certificate of Incorporation. The certificate of incorporation of the Company shall be amended shall, at the Effective Time Time, be amended to read in its entirety as set forth in on Exhibit B hereto A and, as so amended, shall be the certificate of incorporation of the Surviving Corporation (the "SURVIVING CHARTER") until amended as provided in accordance with Applicable Lawthe Surviving Charter or by applicable Laws.
Appears in 1 contract
Certificate of Incorporation. The certificate Certificate of incorporation Incorporation of the Company shall be amended at in the Effective Time Merger to read in its entirety as set forth in on Exhibit B H hereto and, as so amended, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter amended in accordance with Applicable Lawthe provisions thereof and hereof and applicable law.
Appears in 1 contract
Certificate of Incorporation. The certificate of incorporation of the Company shall be amended at the Effective Time to read in its entirety as set forth in Exhibit B hereto and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with the terms thereof or as provided by Applicable Law.
Appears in 1 contract
Certificate of Incorporation. The certificate of incorporation of the Company shall be amended shall, at the Effective Time Time, be amended and restated to read in its entirety as set forth in Exhibit B hereto and, as so amendedamended and restated, shall be the certificate of incorporation of the Surviving Corporation (the “Surviving Charter”), until amended in accordance with Applicable as provided therein and by applicable Law.
Appears in 1 contract
Certificate of Incorporation. The certificate of incorporation of the Company Company, as in effect immediately prior to the Effective Time, shall be amended at and restated in it entirety to be Exhibit A to the Effective Time to read in its entirety Certificate of Merger attached hereto as set forth in Exhibit B hereto andA, and as so amended, amended and restated shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with Applicable Lawapplicable law.
Appears in 1 contract
Samples: Merger Agreement (Vantiv, Inc.)
Certificate of Incorporation. The At the Effective Time, the certificate of incorporation of the Company Surviving Corporation shall be amended at the Effective Time to read in its entirety as set forth in Exhibit B attached hereto and, until thereafter amended as so amended, shall be the provided by law and such certificate of incorporation of the Surviving Corporation until amended in accordance with Applicable Lawincorporation.
Appears in 1 contract
Certificate of Incorporation. The certificate of incorporation of the Company shall be amended at the Effective Time to read in its entirety as set forth the certificate of incorporation of Merger Subsidiary in Exhibit B hereto effect immediately prior to the Effective Time and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with Applicable Law.
Appears in 1 contract
Samples: Merger Agreement (Bitstream Inc.)
Certificate of Incorporation. The At the Effective Time, the certificate of incorporation of the Company shall be amended at and restated as a result of the Effective Time Merger so as to read in its entirety as set forth in Exhibit B hereto and, as so amended, shall be the certificate of incorporation of the Surviving Corporation (the “Charter”), until duly amended in accordance with Applicable as provided therein or by applicable Law.
Appears in 1 contract
Certificate of Incorporation. The certificate of incorporation of the Company shall be amended at the Effective Time to read in its entirety as set forth in Exhibit B hereto and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with Applicable Law.
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Certificate of Incorporation. The certificate of incorporation of the Company (the “Company Certificate of Incorporation”) shall be amended at the Effective Time to read be substantially in its entirety as the form set forth in Exhibit B hereto A and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with Applicable Law.
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Certificate of Incorporation. The At the Effective Time, the certificate of incorporation of the Company shall be amended at as a result of the Effective Time Merger to read in its entirety as set forth in on Exhibit B hereto andA attached to the Certificate of Merger, and the certificate of incorporation of the Company, as so amended, shall be the certificate of incorporation of the Surviving Corporation, and thereafter shall continue to be the certificate of incorporation of the Surviving Corporation until changed or amended in accordance with Applicable Lawas provided therein and under applicable law.
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Samples: Merger Agreement (Oracle Healthcare Acquisition Corp.)
Certificate of Incorporation. The At the Effective Time, the certificate of incorporation of the Company shall be amended at the Effective Time to read in its entirety as set forth the certificate of incorporation of Merger Sub as in Exhibit B hereto effect immediately prior to the Effective Time, and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until after the Effective Time, and thereafter may be amended in accordance with Applicable as provided therein or by applicable Law.
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Samples: Merger Agreement (E-Z-Em, Inc.)
Certificate of Incorporation. The At the Effective Time, the amended and restated certificate of incorporation of the Company shall be amended at the Effective Time to read in its entirety as set forth in Exhibit B hereto andA, and as so amended, amended shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with as provided therein or by Applicable Law.
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Samples: Merger Agreement (Polymer Group Inc)
Certificate of Incorporation. The certificate of incorporation of the Company as in effect immediately prior to the Effective Time shall be amended at in the Effective Time Merger to read in its entirety as set forth in on Exhibit B hereto andA hereto, and as so amended, amended shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with Applicable the terms thereof and as provided by applicable Law.
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Samples: Merger Agreement (Williams Scotsman International Inc)
Certificate of Incorporation. The certificate of incorporation of the Company shall be amended at in the Effective Time Merger to read in its entirety as set forth in Exhibit B hereto andA hereto, and as so amended, amended shall be the certificate of incorporation of the Surviving Corporation (the "Surviving Certificate") until thereafter amended in accordance with Applicable Lawthe DGCL.
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Certificate of Incorporation. The certificate of incorporation of the Company shall be amended at in the Effective Time Merger to read in its entirety as set forth in Exhibit B hereto and, and as so amended, amended shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until amended in accordance with Applicable Lawapplicable law.
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Certificate of Incorporation. The certificate of incorporation of the Company shall be amended at the Effective Time to read in its entirety as set forth in Exhibit B 1 to the form of Certificate of Incorporation attached as Exhibit C hereto and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with Applicable Law.
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Samples: Merger Agreement (Responsys Inc)
Certificate of Incorporation. The At the Effective Time, the certificate of incorporation of the Company shall be amended at the Effective Time to read in its entirety as substantially in the form set forth in Exhibit B hereto and, A and as so amended, amended shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with Applicable Lawapplicable law.
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Samples: Merger Agreement (Tejas Gas Corp)
Certificate of Incorporation. The At the Effective Time, the certificate of incorporation of the Company shall be amended at the Effective Time so as to read in its entirety as set forth in Exhibit B hereto C, and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with Applicable the terms thereof or as provided by applicable Law.
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Samples: Merger Agreement (CardioNet, Inc.)
Certificate of Incorporation. The certificate of incorporation of the Company Company, as in effect immediately prior to the Effective Time, shall be amended at the Effective Time so as to read in its entirety as in the form set forth in Exhibit as ANNEX B hereto hereto, and, as so amendedamended until thereafter amended or repealed as provided therein and in accordance with applicable law, such certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with Applicable LawCorporation.
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Samples: Merger Agreement (Mc Merger Corp)
Certificate of Incorporation. The certificate of incorporation of the Company shall be amended shall, at the Effective Time Time, be amended to read in its entirety as set forth on Exhibit D (the “Surviving Charter”) until amended as provided in Exhibit B hereto and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with Applicable LawCharter or by applicable Laws.
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Certificate of Incorporation. The At the Effective Time, the certificate of incorporation of the Company Company, shall be amended at the Effective Time to read and restated in its entirety to read substantially as set forth in on Exhibit B hereto andA (the "Restated Certificate"), as so amended, and such amended and restated certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation Corporation, until duly amended in accordance with Applicable Lawthe terms thereof and the BCL.
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Certificate of Incorporation. The At the Effective Time, the certificate of incorporation of the Company shall be amended at the Effective Time and restated to read in its entirety as set forth in Exhibit B hereto andE attached hereto, and as so amended, amended and restated shall be the certificate of incorporation of the Surviving Corporation Company, until duly amended in accordance with Applicable Lawapplicable law.
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Certificate of Incorporation. The certificate of incorporation of the Company shall shall, at the Company Merger Effective Time, be amended at the Effective Time to read in its entirety as set forth in on Exhibit B hereto and, as so amended, shall be the certificate of incorporation of the Surviving Corporation (the "Surviving Charter") until amended as provided in accordance with Applicable Lawthe Surviving Charter or by applicable Laws.
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Certificate of Incorporation. The certificate Certificate of incorporation Incorporation of the Company Company, as in effect immediately prior to the Effective Time, shall be amended at the Effective Time to read in its entirety as set forth in Exhibit B hereto and, as so amended, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter amended in accordance with Applicable Lawas provided therein or by applicable law.
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Certificate of Incorporation. The certificate of incorporation of the Company shall be amended at the Effective Time to read in its entirety as set forth in Exhibit B hereto and, as so amended, be identical with the certificate of incorporation of Buyer and shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with Applicable Lawthereafter duly amended.
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Certificate of Incorporation. The At the Effective Time, the certificate of incorporation of the Company shall be amended at the Effective Time to read in its entirety and restated as set forth in Exhibit B hereto and, as so amended, A and shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with Applicable Law.
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Certificate of Incorporation. The certificate of incorporation of the Company Surviving Corporation shall be amended at the Effective Time to read in its entirety as set forth in on Exhibit B hereto and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with Applicable LawA to this Agreement.
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Certificate of Incorporation. The certificate of incorporation of the Company shall be amended and restated at the Effective Time to read in its entirety as set forth in Exhibit B A hereto and, as so amendedamended and restated, shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with Applicable Law, subject to Section 7.04.
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Certificate of Incorporation. The At the Effective Time, the certificate of incorporation of the Company shall be amended at the Effective Time to read in its entirety in the form attached as set forth in Exhibit B hereto and, as so amended, 3 hereto; and such certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with Applicable LawCorporation.
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Samples: Merger Agreement (Hoovers Inc)
Certificate of Incorporation. The certificate of incorporation of the Company shall be amended at the Effective Time to read so that it reads in its entirety as set forth in Exhibit B hereto a form to be agreed upon by Parent and the Company in their reasonable discretion and, as so amended, shall be the certificate of incorporation of the Surviving Corporation Corporation, until thereafter amended in accordance with Applicable Lawapplicable Laws.
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Certificate of Incorporation. The certificate of incorporation of the Company shall be amended at the Effective Time to read in its entirety as set forth in Exhibit B hereto C and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with the terms thereof or as provided by Applicable LawLaw (subject to Section 7.03(e)).
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Certificate of Incorporation. The At the Effective Time, the certificate of incorporation of the Company shall be amended at the Effective Time so as to read in its entirety in the form attached hereto as set forth in Exhibit B hereto A, and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with Applicable its terms and applicable Law.
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Samples: Merger Agreement (Nationwide Financial Services Inc/)
Certificate of Incorporation. The certificate of incorporation of the Company shall be amended at the Effective Time to read in its entirety as set forth in Exhibit B hereto andA, and as so amended, amended shall be the certificate of incorporation of the Surviving Corporation until until, subject to Section 6.11, amended in accordance with Applicable Law.
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Certificate of Incorporation. The certificate of incorporation of the Company shall be amended and restated at the Effective Time to read in its entirety as set forth in Exhibit B A hereto and, as so amendedamended and restated, shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with Applicable Law.
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