CERTIFICATES OF INCORPORATION; BYLAWS; NAME CHANGES Sample Clauses

CERTIFICATES OF INCORPORATION; BYLAWS; NAME CHANGES. (a) Prior to the Separation Time, U S WEST shall cause New U S WEST to take all actions necessary to amend its Certificate of Incorporation and Bylaws in the manner specified by U S WEST. The Certificate of Incorporation of New U S WEST shall, among other things, authorize (i) 2,000,000,000 shares of Common Stock, par value $.01 per share ("New U S WEST Common Stock"), of New U S WEST and (ii) 200,000,000 shares of Preferred Stock, par value $.01 per share, of New U S WEST. (b) Prior to the Separation Time, U S WEST shall take all actions necessary in accordance with Applicable Law and the Restated Certificate to amend the Restated Certificate (the "Charter Amendments") as specified by U S WEST to, among other things, (i) permit the redemption of the Communications Stock in exchange for shares of New U S WEST Common Stock pursuant to Section 4.1 and (ii) following such redemption, delete all references to the Communications Stock and amend certain terms of the Media Stock set forth therein. (c) Prior to the Separation Time, the parties hereto shall take all actions necessary so that, immediately after the Separation Time, (i) New U S WEST's name shall be changed to "U S WEST, Inc." and (ii) U S WEST's name shall be changed to "MediaOne Group, Inc."
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Related to CERTIFICATES OF INCORPORATION; BYLAWS; NAME CHANGES

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

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

  • Certificate of Incorporation and By Laws of the Surviving Corporation

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

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