The Certificate of Incorporation. The certificate of -------------------------------- incorporation of the Company shall be amended as of the Effective Time so that it is identical to the certificate of incorporation of Merger Sub in effect immediately prior to the Effective Time, except that Article FIRST of the Charter shall provide that the name of the Company shall be the name of the Surviving Corporation, and such certificate shall be the certificate of incorporation of the Surviving Corporation (the "Charter").
Appears in 2 contracts
Samples: Merger Agreement (Dupont E I De Nemours & Co), Merger Agreement (Dupont E I De Nemours & Co)
The Certificate of Incorporation. The certificate of -------------------------------- incorporation of the Company shall be amended as of the Effective Time so that it is identical to the certificate of incorporation of Merger Sub in effect immediately prior to At the Effective Time, except that Article FIRST of the Charter shall provide that the name of the Company shall be the name of the Surviving Corporation, and such certificate shall be the certificate of incorporation of the Surviving Corporation (the "“Charter")”) shall, by virtue of the Merger, be amended and restated in its entirety as follows to read as set forth on Exhibit 1, and such amended and restated charter shall become the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Conmed Corp), Merger Agreement (Viking Systems Inc)
The Certificate of Incorporation. The certificate of -------------------------------- incorporation of the Company shall be amended as of the Effective Time so that it is identical to the certificate of incorporation of Merger Sub in effect immediately prior to At the Effective Time, except that Article FIRST of the Charter shall provide that the name of the Company shall be the name of the Surviving Corporation, and such certificate shall be the certificate of incorporation of the Surviving Corporation (the "“Charter"”) shall be amended in its entirety to be identical to the certificate of incorporation of Merger Sub, until thereafter amended as provided therein or by applicable Law (as defined in Section 5.1(i)).
Appears in 2 contracts
Samples: Merger Agreement (Medicis Pharmaceutical Corp), Merger Agreement (Valeant Pharmaceuticals International, Inc.)
The Certificate of Incorporation. The certificate of -------------------------------- incorporation of the Company shall be amended as of the Effective Time so that it is identical to the certificate of incorporation of Merger Sub in effect immediately prior to At the Effective Time, except that Article FIRST of the Charter shall provide that the name of the Company shall be the name of the Surviving Corporation, and such certificate shall be the certificate of incorporation of the Surviving Corporation (the "“Charter")”) shall, by virtue of the Merger, be amended and restated in its entirety to read as set forth on Annex B, and such amended and restated Charter shall become the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the applicable provisions of the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gilead Sciences Inc), Merger Agreement (Pharmasset Inc)
The Certificate of Incorporation. The At the Effective Time, the certificate of -------------------------------- incorporation of the Company Surviving Corporation as in effect immediately prior to the Effective Time shall be amended and restated in its entirety as of the Effective Time so that it is to be identical to the certificate of incorporation of Merger Sub in effect immediately prior to the Effective Timeform set forth as Exhibit A hereto (the “Charter”), until thereafter amended as provided therein or by applicable Laws except that for Article FIRST I of the Charter Charter, which shall provide that the read in its entirety as follows: “The name of the Company shall be the name of the Surviving Corporation, and such certificate shall be the certificate of incorporation of the Surviving Corporation (the "Charter")corporation is DJO Incorporated.”
Appears in 2 contracts
Samples: Merger Agreement (ReAble Therapeutics Finance LLC), Merger Agreement (Djo Inc)
The Certificate of Incorporation. The certificate of -------------------------------- incorporation of the Company shall be amended as of the Effective Time so that it is identical to the certificate of incorporation of Merger Sub in effect immediately prior to At the Effective Time, except that Article FIRST of the Charter shall provide that the name of the Company shall be the name of the Surviving Corporation, and such certificate shall be the certificate of incorporation of the Surviving Corporation (the "“Charter"”) shall be amended in its entirety to be in the form of (except with respect to the name of the Company) the certificate of incorporation of Merger Sub, until thereafter amended as provided therein or by applicable Law (subject to Section 6.11).
Appears in 1 contract
Samples: Merger Agreement (Ims Health Inc)
The Certificate of Incorporation. The certificate of -------------------------------- incorporation of the Company shall be amended as of the Effective Time so that it is identical to the certificate of incorporation of Merger Sub in effect immediately prior to At the Effective Time, except that Article FIRST of the Charter shall provide that the name of the Company shall be the name of the Surviving Corporation, and such certificate shall be the certificate of incorporation of the Surviving Corporation (the "“Charter"”) shall be, by virtue of the Merger, amended and restated in its entirety to be in the form of the certificate of incorporation of Merger Sub (except with respect to the name of the Surviving Corporation, which from and after the Effective Time shall be the name of the Company), until thereafter amended as provided therein or by applicable Law.
Appears in 1 contract
Samples: Merger Agreement (Aly Nauman A)
The Certificate of Incorporation. The certificate of -------------------------------- incorporation of the Company shall be amended as of At the Effective Time so that it is identical to Time, the certificate of incorporation of Merger Sub in effect immediately prior to the Effective Time, except that Article FIRST of the Charter shall provide that the name of the Company shall be the name of the Surviving Corporation, and such certificate shall be the certificate of incorporation of the Surviving Corporation (the "“Charter"”), until thereafter amended as provided therein or by applicable Law; provided that this Section 2.1 is subject to compliance with Section 6.12(f).
Appears in 1 contract
The Certificate of Incorporation. The At the Effective Time, the certificate of -------------------------------- incorporation of the Company shall Surviving Corporation (the “Charter”) shall, by virtue of the Merger, be amended as of the Effective Time so that it is and restated to be identical to the certificate of incorporation of Merger Sub in effect immediately prior to the Effective Time, until thereafter amended as provided therein or by applicable Law, except that Article FIRST of the Charter shall provide that the name of the Company Surviving Corporation shall be the name of the Surviving Corporation“In2Bones Global, and such certificate shall be the certificate of incorporation of the Surviving Corporation (the "Charter")Inc.”.
Appears in 1 contract
Samples: Merger Agreement (CONMED Corp)
The Certificate of Incorporation. The certificate of -------------------------------- incorporation of the Company shall be amended as of At the Effective Time so that it is identical to Time, the certificate of incorporation of Merger Sub in effect immediately prior to the Effective Time, except that Article FIRST of the Charter shall provide that the name of the Company shall be the name of the Surviving Corporation, and such certificate shall be the certificate of incorporation of the Surviving Corporation (the "Charter"), until thereafter amended as provided therein or by applicable Law; provided that this Section 2.1 is subject to compliance with Section 6.12(f).
Appears in 1 contract
The Certificate of Incorporation. The certificate of -------------------------------- incorporation of the Company shall be amended as of the Effective Time so that it is identical to the certificate of incorporation of Merger Sub in effect immediately prior to At the Effective Time, except that Article FIRST of the Charter shall provide that the name of the Company shall be the name of the Surviving Corporation, and such certificate shall be the certificate of incorporation of the Surviving Corporation (the "Charter") shall be, by virtue of the Merger, amended and restated in its entirety to be in the form of the certificate of incorporation of Merger Sub (except with respect to the name of the Surviving Corporation, which from and after the Effective Time shall be the name of the Company), until thereafter amended as provided therein or by applicable Law.
Appears in 1 contract
The Certificate of Incorporation. The certificate of -------------------------------- incorporation of the Company shall be amended as of the Effective Time so that it is identical to the certificate of incorporation of Merger Sub in effect immediately prior to At the Effective Time, except that Article FIRST of the Charter shall provide that the name of the Company shall be the name of the Surviving Corporation, and such certificate shall be the certificate of incorporation of the Surviving Corporation (the "“Charter"”) shall, by virtue of the Merger, be amended and restated in its entirety to read as set forth in Exhibit 1, and such amended and restated charter shall become the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with applicable Law (as defined in Section 5.1(k)(i) below).
Appears in 1 contract
Samples: Merger Agreement (Conmed Corp)
The Certificate of Incorporation. The At the Effective Time, the certificate of -------------------------------- incorporation of the Company shall Surviving Corporation (the “Charter”) shall, by virtue of the Merger, be amended as of the Effective Time so that it is and restated to be identical to the certificate of incorporation of Merger Sub in effect immediately prior to the Effective Time, until thereafter amended as provided therein or by applicable Law, except that Article FIRST of the Charter shall provide that the name of the Company Surviving Corporation shall be the name of the Surviving Corporation“Biorez, and such certificate shall be the certificate of incorporation of the Surviving Corporation (the "Charter").Inc.”
Appears in 1 contract
Samples: Merger Agreement (CONMED Corp)