Certificate of Incorporation. The certificate of incorporation of Merger Subsidiary 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 name of the Company.
Appears in 8 contracts
Samples: Merger Agreement (Centris Group Inc), Merger Agreement (Cheyenne Software Inc), Merger Agreement (HCC Insurance Holdings Inc/De/)
Certificate of Incorporation. The certificate of incorporation of Merger Subsidiary 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 name of the Company.
Appears in 6 contracts
Samples: Merger Agreement (United Park City Mines Co), Merger Agreement (Ventro Corp), Merger Agreement (Amvestors Financial Corp)
Certificate of Incorporation. The certificate of incorporation of Merger Subsidiary 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 name of the CompanyApplicable Law.
Appears in 4 contracts
Samples: Merger Agreement (InvenSense Inc), Merger Agreement (Realogy Holdings Corp.), Merger Agreement (PricewaterhouseCoopers LLP)
Certificate of Incorporation. The certificate From and after the Effective Time, the Certificate of incorporation Incorporation of Acquiror Merger Subsidiary as in effect at immediately prior to the Effective Time shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation Corporation, until amended in accordance with applicable lawApplicable Law, except that and the name of the Surviving Corporation shall be changed to the such name of the Companyas Acquiror may elect.
Appears in 3 contracts
Samples: Merger Agreement (Iron Mountain Inc /De), Merger Agreement (Dauten Kent P), Merger Agreement (Iron Mountain Inc /De)
Certificate of Incorporation. The certificate of incorporation of Merger Subsidiary 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 provided that, at the Effective Time, Article I of such certificate of incorporation shall be amended to read as follows: "The name of the Surviving Corporation shall be changed to the name of the Companycorporation is Xxxxxxxxx Corporation."
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Whittaker Corp), Merger Agreement (Meggit PLC), Merger Agreement (Whittaker Corp)
Certificate of Incorporation. The certificate of incorporation of the Merger Subsidiary 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 name of the Companyits terms and Applicable Law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Hudson Holding Corp), Merger Agreement (Rodman & Renshaw Capital Group, Inc.), Merger Agreement (Hudson Holding Corp)
Certificate of Incorporation. The certificate of incorporation of Merger Subsidiary in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with its terms and applicable law, except provided that, at the Effective Time, such certificate of incorporation shall be amended to provide that the name of the Surviving Corporation corporation shall be changed to the name of the Company.J. Xxx XxXxxxxxx, S.A.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (McDermott J Ray Sa), Merger Agreement (McDermott International Inc)
Certificate of Incorporation. The certificate From and after the Effective Time, the Certificate of incorporation Incorporation of the Merger Subsidiary Subsidiary, as in effect at immediately prior to 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 corporation set forth therein shall be changed to the name of the Company) and as amended by the Certificate of Merger, shall be the Certificate of Incorporation of the Surviving Corporation, until thereafter further amended as provided by law and such Certificate of Incorporation.
Appears in 2 contracts
Samples: Merger Agreement (Arch Communications Group Inc /De/), Merger Agreement (Mobilemedia Corp)
Certificate of Incorporation. The ---------------------------- certificate of incorporation of Merger Subsidiary 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 name of the Company.
Appears in 2 contracts
Samples: Merger Agreement (Ramsay Managed Care Inc), Merger Agreement (Ramsay Health Care Inc)
Certificate of Incorporation. The certificate of incorporation of Merger Subsidiary in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable law, Applicable Law (except that the name of the Surviving Corporation shall be changed to the name of the Company“XXX.Xxxxxxxx Corporation”).
Appears in 2 contracts
Samples: Merger Agreement (MSC Software Corp), Merger Agreement (STG Ugp, LLC)
Certificate of Incorporation. The certificate Certificate of incorporation Incorporation of Merger Subsidiary in effect at immediately prior to the Effective Time shall be the certificate Certificate of incorporation 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 name of the Company"Expert Software, Inc."), until duly amended in accordance with applicable law.
Appears in 2 contracts
Samples: Merger Agreement (Expert Software Inc), Agreement and Plan of Merger (Expert Software Inc)
Certificate of Incorporation. The certificate of incorporation of Merger Subsidiary 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 Article 1 shall be amended to read "The name of the Surviving Corporation shall be changed to the name of the Companycompany is Tandem Computers Incorporated."
Appears in 2 contracts
Samples: Merger Agreement (Tandem Computers Inc /De/), Merger Agreement (Compaq Computer Corp)
Certificate of Incorporation. The certificate of incorporation of Merger Subsidiary in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with applicable law, except that the name law or such certificate of the Surviving Corporation shall be changed to the name of the Companyincorporation.
Appears in 2 contracts
Samples: Merger Agreement (Catalog Acquisition Co), Merger Agreement (Clientlogic Corp)
Certificate of Incorporation. The certificate of incorporation of Merger Subsidiary 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 provided that, at the Effective Time, Article I of such certificate of incorporation shall be amended to read as follows: "The name of the Surviving Corporation shall be changed to the name of the Company.corporation is Gibsxx Xxxetings, Inc."
Appears in 2 contracts
Samples: Merger Agreement (American Greetings Corp), Merger Agreement (Gibson Greetings Inc)
Certificate of Incorporation. The At the Effective Time, the certificate of incorporation of Merger Subsidiary as in effect at immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable law, (except that all references to the name of the Surviving Corporation Merger Subsidiary therein shall be changed modified to refer to the name of the Company), until thereafter amended in accordance with the DGCL and such certificate of incorporation.
Appears in 2 contracts
Samples: Merger Agreement (Alimera Sciences Inc), Merger Agreement (Ani Pharmaceuticals Inc)
Certificate of Incorporation. The certificate of incorporation of Merger Subsidiary in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable law; provided that, except that at the Effective Time, Article 1 of such certificate of incorporation shall be amended to read as follows: "The name of the Surviving Corporation shall be changed to the name of the Companycorporation is American Freightways Corporation".
Appears in 2 contracts
Samples: Merger Agreement (Fedex Corp), Agreement and Plan of Merger (American Freightways Corp)
Certificate of Incorporation. The At the Effective Time, the certificate of incorporation of Merger Subsidiary as in effect at immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable law, (except that all references to the name of the Surviving Corporation Merger Subsidiary therein shall be changed modified to refer to the name of the Company), as set forth on Exhibit B, until thereafter amended in accordance with the DGCL and such certificate of incorporation.
Appears in 2 contracts
Samples: Merger Agreement (Kadmon Holdings, Inc.), Merger Agreement (Luminex Corp)
Certificate of Incorporation. The certificate of incorporation of the Merger Subsidiary 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 name of the CompanyApplicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Thomas Weisel Partners Group, Inc.), Merger Agreement (Stifel Financial Corp)
Certificate of Incorporation. The At the Effective Time and without any further action on the part of the Company or Merger Subsidiary, the certificate of incorporation of Merger Subsidiary 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 Article 1 shall be amended to read "The name of the Surviving Corporation shall be changed to the name of the Companycompany is Computational Systems, Incorporated".
Appears in 2 contracts
Samples: Merger Agreement (Computational Systems Inc), Merger Agreement (Emerson Electric Co)
Certificate of Incorporation. The certificate of incorporation of Merger Subsidiary 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 name of the Company"PureTec Corporation".
Appears in 2 contracts
Samples: Merger Agreement (Plastic Specialties & Technologies Inc), Merger Agreement (Puretec Corp)
Certificate of Incorporation. The certificate of incorporation of Merger Subsidiary 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 name of the Company."Oacis Healthcare Holdings Corp."
Appears in 2 contracts
Samples: Merger Agreement (Oscar Acquisition Corp), Agreement and Plan of Merger (Oscar Acquisition Corp)
Certificate of Incorporation. The certificate At the Effective Time, the Certificate of incorporation Incorporation of the Merger Subsidiary as in effect at immediately prior to the Effective Time shall be the certificate Certificate of incorporation 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 name of the CompanyLaw.
Appears in 2 contracts
Samples: Merger Agreement (Interlott Technologies Inc), Merger Agreement (Gtech Holdings Corp)
Certificate of Incorporation. The certificate of incorporation of Merger Subsidiary in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with its terms and applicable law, except provided that, at the Effective Time, such certificate of incorporation shall be amended to provide that the name of the Surviving Corporation corporation shall be changed to the name of the Company.X. Xxx XxXxxxxxx, S.A.
Appears in 1 contract
Certificate of Incorporation. The certificate Certificate of incorporation Incorporation of Merger Subsidiary as in effect at immediately prior to the Effective Time shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation after the Effective Time until thereafter changed or amended in accordance with as provided therein or by applicable lawLaw, except that the name of the Surviving Corporation shall be changed to the name of the Company"Corning Tropel Corporation".
Appears in 1 contract
Samples: Merger Agreement (Corning Inc /Ny)
Certificate of Incorporation. The certificate of incorporation of the Merger Subsidiary as in effect at immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable lawthereafter duly amended, except that the name of the Surviving Corporation shall be changed to the name of the Company."IPN Communications, Inc."
Appears in 1 contract
Certificate of Incorporation. The certificate of incorporation of the Merger Subsidiary as in effect at immediately prior to 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 name of the Companythereafter duly amended.
Appears in 1 contract
Samples: Merger Agreement (Interliant Inc)
Certificate of Incorporation. The certificate of incorporation of Merger Subsidiary 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 name of the "National Sanitary Supply Company".
Appears in 1 contract
Samples: Merger Agreement (Chemed Corp)
Certificate of Incorporation. The certificate of incorporation of Merger Subsidiary 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 name of the Company."Pratx & Xambxxx Xxxted, Inc."
Appears in 1 contract
Certificate of Incorporation. The certificate of incorporation of the Merger Subsidiary as in effect at immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable lawthereafter duly amended, except that the name of the Surviving Corporation shall be changed to the name of the Company"THE XXXXXXXX GROUP, INC."
Appears in 1 contract
Samples: Merger Agreement (Interliant Inc)
Certificate of Incorporation. The certificate of incorporation of the Merger Subsidiary as in effect at immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable lawthereafter duly amended, except that the name of the Surviving Corporation shall be changed to the name of the Company."Transaction Network Services, Inc."
Appears in 1 contract
Samples: Merger Agreement (Psinet Inc)
Certificate of Incorporation. The certificate From and after the Effective Time, the Certificate of incorporation Incorporation of the Merger Subsidiary Subsidiary, as in effect at immediately prior to the Effective Time and as amended by the Certificate of Merger, 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 corporation set forth therein shall be changed to the name of the CompanyDebtor), until thereafter further amended as provided by law and such certificate of incorporation.
Appears in 1 contract
Certificate of Incorporation. The certificate Certificate of incorporation Incorporation of Merger Subsidiary in effect at the Effective Time shall be the certificate Certificate of incorporation 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.
Appears in 1 contract
Certificate of Incorporation. The certificate of incorporation ---------------------------- of Merger Subsidiary 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 name of the Company.
Appears in 1 contract
Samples: Plan of Reorganization and Agreement and Plan of Merger (Servicemaster Co)
Certificate of Incorporation. The certificate Certificate of incorporation Incorporation of the Merger Subsidiary as in effect at immediately prior to the Effective Time shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until amended in accordance with applicable lawafter the Effective Time, except that the name of the Surviving Corporation shall be changed to the name of the Company"IntelliSense Corporation", until thereafter changed or amended as provided therein or by applicable law.
Appears in 1 contract
Certificate of Incorporation. The certificate Certificate of incorporation Incorporation of the Merger Subsidiary as in effect at immediately prior to the Effective Time shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until amended in accordance with applicable lawafter the Effective Time, except that the name of the Surviving Corporation shall be changed to the name of the Company"Lumisys Incorporated", until thereafter changed or amended as provided therein or by applicable law.
Appears in 1 contract
Samples: Merger Agreement (Lumisys Inc \De\)
Certificate of Incorporation. The certificate of incorporation of Merger Subsidiary the Company as in effect at the Effective Time shall be amended in the Merger to be the same as the certificate of incorporation of Merger Sub, except that the name of the Surviving Corporation shall be Xxxxx Corporation, and as so amended, 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 name of the Company.
Appears in 1 contract
Samples: Merger Agreement (Netro Corp)
Certificate of Incorporation. The certificate of incorporation of the Merger Subsidiary in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable lawLaws, except that the name of the Surviving Corporation shall be changed to the name of the Company.“Rogue Wave Software, Inc.”
Appears in 1 contract
Certificate of Incorporation. The At the Effective Time, the certificate of incorporation of the Surviving Corporation shall be the certificate of incorporation of Merger Subsidiary in effect at the Effective Time Sub attached as Exhibit B, except that references to Merger Sub’s name shall be replaced by references to “Cetera Financial Holdings, Inc.”, and as so amended shall be the certificate of incorporation of the Surviving Corporation until further amended in accordance with applicable law, except that the name of the Surviving Corporation shall be changed to the name of the Companyas provided therein or by Applicable Law.
Appears in 1 contract
Samples: Merger Agreement (RCS Capital Corp)
Certificate of Incorporation. The certificate of incorporation of Merger Subsidiary in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until thereaf ter amended in accordance with applicable law, except that the name law or such certificate of the Surviving Corporation shall be changed to the name of the Companyincorporation.
Appears in 1 contract
Certificate of Incorporation. The certificate of incorporation of the Merger Subsidiary Sub as 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 name of the Company."FCR, Inc."
Appears in 1 contract
Samples: Merger Agreement (Kti Inc)
Certificate of Incorporation. The certificate cer- tificate of incorporation of Merger Subsidiary in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable appli- cable law, except that the name of the Surviving Corporation shall be changed to the name of the Company.
Appears in 1 contract
Certificate of Incorporation. The certificate Certificate of incorporation Incorporation of Merger Subsidiary in effect at the Effective Time shall be the certificate Certificate of incorporation 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 name of the Company.
Appears in 1 contract
Samples: Tender Offer Statement
Certificate of Incorporation. The certificate of incorporation of Merger Subsidiary 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 name of the Company"NetWorth, Inc.".
Appears in 1 contract
Samples: Merger Agreement (Compaq Dallas Inc)
Certificate of Incorporation. The certificate of ---------------------------- incorporation of Merger Subsidiary Co. 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 name of the Company.
Appears in 1 contract
Samples: Merger Agreement (Tyson Foods Inc)
Certificate of Incorporation. The certificate of incorporation of Merger Subsidiary 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 name of the Company"Major Realty Corporation".
Appears in 1 contract
Samples: Merger Agreement (Major Realty Corp)
