The Certificate of Incorporation. The certificate of incorporation of Merger Sub in effect immediately prior to the Effective Time shall, from and after the Effective Time, be the certificate of incorporation of the Surviving Corporation (the "SURVIVING CHARTER"), until duly amended as provided in the Surviving Charter or by applicable law.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Metromedia Fiber Network Inc), Agreement and Plan of Merger (PLD Telekom Inc), Agreement and Plan of Merger (Metromedia International Group Inc)
The Certificate of Incorporation. The certificate of incorporation of Merger Sub in effect immediately prior to at the Effective Time shall, from and after the Effective Time, shall be the certificate of incorporation of the Surviving Corporation (the "SURVIVING CHARTER"“Charter”), until duly thereafter amended as provided in the Surviving Charter therein or by applicable lawLaw.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Novartis Ag), Agreement and Plan of Merger (Chiron Corp)
The Certificate of Incorporation. The certificate of incorporation of Merger Sub in effect immediately prior to the Effective Time shall, from and after the Effective Time, be the certificate of incorporation of the Surviving Corporation (the "SURVIVING CHARTER"), until duly amended as provided in the Surviving Charter therein or by applicable law.; provided, however, that at the Effective Time, the certificate of incorporation of the Surviving Corporation shall be amended so that the name of the Surviving Corporation shall be "Blaze Software, Inc."
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Brokat Infosystems Ag), Agreement and Plan of Merger (Blaze Software Inc)
The Certificate of Incorporation. The certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time shall, from and after the Effective Time, shall be the certificate of incorporation of the Surviving Corporation (the "SURVIVING CHARTERCharter"), provided that the Charter shall be amended to change the name of the Surviving Corporation to the name of the Company, and as so amended, shall be the certificate of incorporation of the Surviving Corporation until duly amended as provided in the Surviving Charter therein or by applicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Reliastar Financial Corp), Agreement and Plan of Merger (Ing Groep Nv)
The Certificate of Incorporation. The certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time shall, from and after the Effective Time, shall be the certificate of incorporation of the Surviving Corporation (the "SURVIVING CHARTER"“Charter”), until thereafter duly amended as provided in the Surviving Charter therein or by applicable lawLaw, except that Article 1 of the Charter shall be amended to read in its entirety as follows: “The name of the Corporation is KAYAK Software Corporation.”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (KAYAK Software Corp), Agreement and Plan of Merger (Priceline Com Inc)
The Certificate of Incorporation. The certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time shall, from and after the Effective Time, shall be the certificate of incorporation of the Surviving Corporation (the "SURVIVING CHARTERCharter"), until duly amended as provided in therein or by applicable law; provided, however, that if the Surviving Average Parent Share Price is less than the Floor Price and Parent shall elect that Merger Sub merge with and into the Company at the Effective Time, the Charter shall be amended and restated to be identical to the certificate of incorporation of Merger Sub until duly amended as provided therein or by applicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CSC Holdings Inc), Agreement and Plan of Merger (Clearview Cinema Group Inc)
The Certificate of Incorporation. The certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time shall, from and after the Effective Time, shall be the certificate of incorporation of the Surviving Corporation (the "SURVIVING CHARTERCharter"), until duly amended as provided in the Surviving Charter therein or by applicable law.
Appears in 2 contracts
Samples: Stockholder Agreement (Premark International Inc), Agreement and Plan of Merger (Premark International Inc)
The Certificate of Incorporation. The certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time shall, from and after the Effective Time, shall be the certificate of incorporation of the Surviving Corporation (the "SURVIVING CHARTER"“Charter”), until duly amended as provided in the Surviving Charter therein or by applicable lawLaw.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Verifone Systems, Inc.), Agreement and Plan of Merger (Hypercom Corp)
The Certificate of Incorporation. The certificate of incorporation of -------------------------------- Merger Sub as in effect immediately prior to the Effective Time shall, from and after the Effective Time, shall be the certificate of incorporation of the Surviving Corporation (the "SURVIVING CHARTERCharter"), until ------- duly amended as provided in the Surviving Charter therein or by applicable law.
Appears in 1 contract
Samples: Stockholder Agreement (Alza Corp)
The Certificate of Incorporation. The At the Effective Time, the certificate of incorporation of Merger Sub Sub, as in effect immediately prior to the Effective Time shall, from and after the Effective Time, shall be the certificate of incorporation of the Surviving Corporation (the "SURVIVING CHARTER"“Charter”), until duly amended as provided in the Surviving Charter therein or by applicable lawLaw.
Appears in 1 contract
The Certificate of Incorporation. The certificate of incorporation of the Merger Sub as in effect immediately prior to the Effective Time shall, from and after the Effective Time, shall be the certificate of incorporation of the Surviving Corporation (the "SURVIVING CHARTERCharter"), until duly thereafter amended as provided in the Surviving Charter therein or by applicable law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dci Telecommunications Inc)
The Certificate of Incorporation. The certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time shall, from and after the Effective Time, shall be the certificate of incorporation of the Surviving Corporation (the "SURVIVING CHARTER"), until duly amended as provided in therein or by applicable law; PROVIDED, HOWEVER, that if the Surviving Average Parent Share Price is less than the Floor Price and Parent shall elect that Merger Sub merge with and into the Company at the Effective Time, the Charter shall be amended and restated to be identical to the certificate of incorporation of Merger Sub until duly amended as provided therein or by applicable law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Clearview Cinema Group Inc)
The Certificate of Incorporation. The certificate of incorporation of Merger Sub in effect immediately prior to at the Effective Time shall, from and after the Effective Time, shall be the certificate of incorporation of the Surviving Corporation (the "SURVIVING CHARTER"), until duly thereafter amended as provided in the Surviving Charter therein or by applicable lawLaw.
Appears in 1 contract
The Certificate of Incorporation. The certificate of incorporation of the Merger Sub in effect immediately prior to the Effective Time shall, from and after the Effective Time, be the certificate of incorporation of the Surviving Corporation (the "SURVIVING CHARTER"), until duly amended as provided in the Surviving Charter or by applicable law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Northstar Health Services Inc)
The Certificate of Incorporation. The certificate of incorporation of Merger Sub in effect immediately prior to the Effective Time shall, from and after the Effective Time, be the certificate of incorporation of the Surviving Corporation (the "SURVIVING CHARTER"), until duly amended as provided in the Surviving Charter therein or by applicable law.; provided, however, that at the Effective Time, the certificate of incorporation of the Surviving Corporation shall be amended so that the name of the Surviving Corporation shall be Trega Biosciences, Inc.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Trega Biosciences Inc)
The Certificate of Incorporation. The certificate of incorporation of Merger Sub set forth in Exhibit A as in effect immediately prior to the Effective Time shall, from and after the Effective Time, shall be the certificate of incorporation of the Surviving Corporation (the "SURVIVING CHARTERCharter"), until duly amended as provided in the Surviving Charter therein or by applicable lawLaw.
Appears in 1 contract
The Certificate of Incorporation. The At the Effective Time, the certificate of incorporation of Merger Sub in effect immediately prior to the Effective Time shall, from and after the Effective Time, shall be the certificate of incorporation (the “Certificate of Incorporation”) of the Surviving Corporation (the "SURVIVING CHARTER")Corporation, until duly thereafter amended as provided in the Surviving Charter therein or by applicable lawLaw, except that references to the name of Merger Sub shall be replaced by the name of the Surviving Corporation.
Appears in 1 contract
