Certificates of Incorporation. 9 2.6 By-Laws.........................................................
Certificates of Incorporation. Xoom shall cause the certificate of ----------------------------- incorporation of Xenon 2 to be amended and restated immediately prior to the Effective Time to change the name of Xenon 2 to "NBC Internet, Inc." and so as to otherwise read in its entirety as set forth in Exhibit 3.5, with such changes ----------- therein as NBC and Xenon 2 may agree upon prior to the Effective Time, and such amended and restated certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law.
Certificates of Incorporation. The Company shall have delivered to each of the Purchasers a copy of a certificate evidencing the incorporation and good standing of the Company and each Subsidiary, in such corporation's state of incorporation issued by the Secretary of State of such state of incorporation as of a date within ten days of the Closing Date. The Company shall have delivered to each of the Purchasers a copy of its Certificate of Incorporation as certified by the Secretary of State of the State of Delaware within ten days of the Closing Date;
Certificates of Incorporation. The certificates of incorporation or other applicable governing documents of the Obligors, as provided for in the Plan or the Merger Agreement, shall be reasonably satisfactory to the Lenders and the Board, and shall have been filed with and accepted by the Secretary of State or other appropriate Governmental Authority in the applicable jurisdictions and shall have become effective.
Certificates of Incorporation. A recent copy of the articles or certificate of incorporation (or equivalent organizational documents) and all amendments thereto of EDS, each Designated EDS Affiliate as of the Availability Date and each Subsidiary Guarantor as of the Availability Date certified by the secretary of state (or equivalent officer) of the jurisdiction of organization of such entity.
Certificates of Incorporation. (i) As of the Effective Time, by virtue of the Docent Merger and without any action on the part of Docent or Docent Merger Sub, the Certificate of Incorporation of the Surviving Corporation of the Docent Merger shall be amended and restated in its entirety to read the same as the Certificate of Incorporation of Docent Merger Sub as in effect immediately prior to the Effective Time, until thereafter amended in accordance with the DGCL and such Certificate of Incorporation; provided, however, that as of the Effective Time, the Certificate of Incorporation of the Surviving Corporation of the Docent Merger shall provide that the name of the Surviving Corporation of the Docent Merger is “Docent, Inc.”
(ii) As of the Effective Time, by virtue of the Click2learn Merger and without any action on the part of Click2learn or Click2learn Merger Sub, the Certificate of Incorporation of the Surviving Corporation of the Click2learn Merger shall be amended and restated in its entirety to read the same as the Certificate of Incorporation of Click2learn Merger Sub as in effect immediately prior to the Effective Time, until thereafter amended in accordance with the DGCL and such Certificate of Incorporation; provided, however, that as of the Effective Time, the Certificate of Incorporation of the Surviving Corporation of the Click2learn Merger shall provide that the name of the Surviving Corporation of the Click2learn Merger is “Click2learn, Inc.”
Certificates of Incorporation. The Company shall have delivered to each of the Purchasers a copy of a certificate evidencing the incorporation and good standing of the Company and each Subsidiary, in such corporation's state of incorporation issued by the Secretary of State of such state of incorporation as of a date within ten days of the Third Closing Date. The Company shall have delivered to each of the Purchasers a copy of its Certificate of Incorporation as certified by the Secretary of State of the State of Texas within ten days of the Third Closing Date;
Certificates of Incorporation. (a) Immediately prior to the Delta Effective Time, Parent and Holdco shall take all requisite action necessary to cause the certificate of incorporation of Holdco in effect immediately prior to the Delta Effective Time to contain provisions identical to the certificate of incorporation of Parent immediately prior to the Delta Effective Time, except as otherwise permitted or required by Section 251(g) of the DGCL. Holdco shall amend its certificate of incorporation to change the name of Holdco to “The Xxxx Disney Company”, which amendment shall be effective as of the Delta Effective Time.
(b) At the Delta Effective Time, pursuant to the Delta Merger, the certificate of incorporation of the Delta Surviving Company (the “Delta Surviving Company Certificate of Incorporation”) shall continue to be the certificate of incorporation of Parent in effect immediately prior to the Delta Effective Time, except that the name of the Delta Surviving Company shall be replaced by a name to be determined by Parent prior to the Delta Effective Time and shall be amended as set forth below, until thereafter amended as provided therein or by applicable Law (and subject to Section 5.12):
(i) Article IV, Section 1 of the certificate of incorporation of Parent shall be deleted in its entirety and replaced with the following:
Certificates of Incorporation. 13 3.6 By-Laws............................................................................... 13 3.7 Officers and Directors of Surviving Corporation and Xenon 2........................... 13 3.8 Effect on Capital Stock............................................................... 13 3.9
Certificates of Incorporation. At the Effective Time, the Articles of Incorporation of HCI, as in effect immediately prior to the Effective Time, shall be the Articles of Incorporation of the Surviving Corporation until thereafter amended in accordance with applicable law.
