The Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Company shall be amended and restated in its entirety as set forth in Exhibit B hereto and as so amended and restated shall be the Certificate of Incorporation of the Surviving Company (the “Certificate of Incorporation”), until thereafter amended as provided therein or by applicable Law.
Appears in 3 contracts
Samples: Merger Agreement (Ayala Pharmaceuticals, Inc.), Merger Agreement (Advaxis, Inc.), Merger Agreement (Advaxis, Inc.)
The Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Company shall be amended and restated in its entirety as set forth in Exhibit B A hereto and as so amended and restated shall be the Certificate of Incorporation of the Surviving Company (the “Certificate of Incorporation”), until thereafter amended as provided therein or by applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Engility Holdings, Inc.), Merger Agreement (Science Applications International Corp)
The Certificate of Incorporation. At the Effective Time, the The certificate of incorporation of the Company as in effect immediately prior to the Effective Time shall be amended and restated in its entirety to read as set forth in Exhibit B hereto A (the “Charter”) (and as so amended and restated shall be the Certificate certificate of Incorporation incorporation of the Surviving Company (the “Certificate of Incorporation”Corporation), until thereafter amended as provided therein or by applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Pinnacle Foods Inc.), Merger Agreement (Conagra Brands Inc.)
The Certificate of Incorporation. At the Effective Time, the The certificate of incorporation of the Company shall be amended and restated to read in its entirety as set forth in Exhibit B hereto A and as so amended and restated shall be the Certificate certificate of Incorporation incorporation of the Surviving Company Corporation (the “Certificate of IncorporationCharter”), until thereafter amended as provided therein or by applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Moscow Cablecom Corp), Merger Agreement (Renova Media Enterprises Ltd.)
The Certificate of Incorporation. At the Effective Time, the The certificate of incorporation of the Company shall be amended and restated in connection with the completion of the Merger so as to read in its entirety as set forth in Exhibit B hereto and and, as so amended and restated amended, shall be the Certificate certificate of Incorporation incorporation of the Surviving Company Corporation (the “Certificate of IncorporationCharter”), until thereafter duly amended as provided therein or by applicable LawLaw (subject to Section 7.11(e)).
Appears in 2 contracts
Samples: Merger Agreement (Icahn Enterprises L.P.), Merger Agreement (Dynegy Inc.)
The Certificate of Incorporation. At Subject to Section 5.12(a), at the Effective Time, the certificate of incorporation of the Company shall be amended and restated in its entirety as set forth in Exhibit B A hereto and as so amended and restated shall be the Certificate of Incorporation of the Surviving Company (the “Certificate of Incorporation”), until thereafter amended as provided therein or by applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Twilio Inc), Merger Agreement (SendGrid, Inc.)
The Certificate of Incorporation. At the Effective Time, the The certificate of incorporation of the Company shall be amended and restated in its entirety to read as set forth in as Exhibit B hereto and as so amended and restated shall be the Certificate certificate of Incorporation incorporation of the Surviving Company Corporation (the “Certificate of IncorporationCharter”), until thereafter amended as provided therein or by applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Merck & Co Inc), Merger Agreement (Sirna Therapeutics Inc)
The Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Company shall (the “Charter”) shall, by virtue of the Merger, be amended and restated in its entirety to read as set forth in on Exhibit B hereto A hereto, and as so such amended and restated Charter shall be become the Certificate certificate of Incorporation incorporation of the Surviving Company (the “Certificate of Incorporation”)Corporation, until thereafter duly amended as provided therein or by applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Cubist Pharmaceuticals Inc), Merger Agreement (Optimer Pharmaceuticals Inc)
The Certificate of Incorporation. At The certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended to be in the form of Exhibit A hereto, and as so amended shall be the certificate of incorporation of the Company shall be amended and restated in its entirety as set forth in Exhibit B hereto and as so amended and restated shall be the Certificate of Incorporation of the Surviving Company Corporation (the “Certificate of IncorporationCharter”), until thereafter amended as provided therein or by applicable LawLaw (subject to Section 6.11).
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The Certificate of Incorporation. At From and after the Effective Time, the certificate of incorporation of the Company Company, as in effect immediately prior to the Merger, shall be amended and restated in its entirety in the Merger as set forth in Exhibit B hereto and C hereto, and, as so amended and restated amended, shall be the Certificate of Incorporation of the Surviving Company Corporation (the “Certificate of IncorporationCharter”), until thereafter amended as provided therein or by applicable LawLaw (subject to Section 5.10).
Appears in 1 contract
Samples: Merger Agreement (BWAY Holding CO)
The Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Company shall be amended and restated in its entirety to read as set forth in Exhibit B hereto and as so amended and restated shall be the Certificate certificate of Incorporation incorporation of the Surviving Company (the “Certificate of Incorporation”), until thereafter amended as provided therein or by applicable Law, subject to Section 5.11(b).
Appears in 1 contract
Samples: Merger Agreement (SomaLogic, Inc.)
The Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Company shall be amended and restated in its entirety as set forth in Exhibit B A hereto and as so amended and restated shall be the Certificate of Incorporation of the Surviving Company Corporation (the “Certificate of Incorporation”), until thereafter amended as provided therein or by applicable Law.
Appears in 1 contract
Samples: Merger Agreement (Metacrine, Inc.)
The Certificate of Incorporation. At The certificate of incorporation of the Company, as amended and in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Company shall be amended and restated in its entirety as set forth in Exhibit B hereto and as so amended and restated shall be the Certificate of Incorporation of the Surviving Company Corporation (the “Certificate of IncorporationCharter”), until thereafter duly amended as provided therein or by applicable Law.
Appears in 1 contract
Samples: Merger Agreement (Topps Co Inc)
The Certificate of Incorporation. At the Effective Time, the certificate The Certificate of incorporation Incorporation of the Company Surviving Corporation shall be amended and restated at the Effective Time to be in its entirety as set forth in the form of Exhibit B hereto and A and, as so amended and restated amended, such Certificate of Incorporation shall be the Certificate of Incorporation of the Surviving Company Corporation (the “"Certificate of Incorporation”), ") until thereafter changed or amended as provided therein or by applicable Applicable Law.
Appears in 1 contract
Samples: Merger Agreement (Axa Financial Inc)
The Certificate of Incorporation. At the Effective Time, the The certificate of incorporation of the Company as in effect immediately prior to the Effective Time shall be amended and restated in the Merger to read in its entirety as set forth in Exhibit B hereto A, and as so amended and restated shall be the Certificate restated certificate of Incorporation incorporation of the Surviving Company Corporation (the “Certificate of Incorporation”"Charter"), until thereafter amended as provided therein or by applicable Law.
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The Certificate of Incorporation. At the Effective Time, the The certificate of incorporation of the Company shall be amended and restated as of the Effective Time as a result of the Merger so as to read in its entirety as set forth in Exhibit B A hereto and as so amended and restated amended, shall be the Certificate certificate of Incorporation incorporation of the Surviving Company Corporation (the “Certificate of IncorporationCharter”), until thereafter duly amended as provided therein or by applicable LawLaws.
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The Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Company shall be amended and restated in its entirety as set forth in the Certificate of Merger attached hereto as Exhibit B hereto A and as so amended and restated shall be the Certificate of Incorporation of the Surviving Company (the “Certificate of Incorporation”), until thereafter amended as provided therein or by applicable Law.
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