The Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time and as amended and restated in its entirety by the Certificate of Merger to conform to the certificate of incorporation of Purchaser (other than the name of the Company, which shall remain unchanged), shall be the certificate of incorporation of the Surviving Corporation, until thereafter amended as provided therein or under the DGCL.
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Samples: Merger Agreement (Invitrogen Corp), Merger Agreement (Informax Inc), Merger Agreement (Invitrogen Corp)
The Certificate of Incorporation. At the Effective Time, the The certificate of incorporation of the Company, Company as in effect immediately prior to the Effective Time and as amended and restated in its entirety by the Certificate of Merger to conform to the certificate of incorporation of Purchaser (other than the name of the Company, which shall remain unchanged), shall be the certificate of incorporation of the Surviving CorporationCorporation (the "Charter"), until thereafter duly amended as provided therein or under the DGCLand by applicable law.
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Samples: Merger Agreement (Western National Corp), Merger Agreement (American General Corp /Tx/)
The Certificate of Incorporation. At the Effective Time, the The certificate of incorporation of the Company, Company as in effect immediately prior to the Effective Time and as amended and restated in its entirety by the Certificate of Merger to conform to the certificate of incorporation of Purchaser (other than the name of the Company, which shall remain unchanged), shall be the certificate of incorporation of the Surviving CorporationCorporation (the "Charter"), until thereafter duly amended as provided therein or under the DGCLby applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (SBC Communications Inc), Merger Agreement (BBM Holdings, Inc.)
The Certificate of Incorporation. At The certificate of incorporation of the Company in effect immediately prior to the Effective Time shall, from and after the Effective Time, be the certificate of incorporation of the Surviving Corporation until duly amended as provided therein or by applicable law; provided, however, that at the Effective Time, the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time and as Surviving Corporation shall be amended and restated in its entirety by the Certificate form of Merger Attachment A to conform to the certificate of incorporation of Purchaser (other than the name of the Company, which shall remain unchanged), shall be the certificate of incorporation of the Surviving Corporation, until thereafter amended as provided therein or under the DGCL.Exhibit B.
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The Certificate of Incorporation. At the Effective Time, the The certificate of incorporation of the Company, Company as in effect immediately prior to the Effective Time and as amended and restated in its entirety by the Certificate of Merger to conform to the certificate of incorporation of Purchaser (other than the name of the Company, which shall remain unchanged), shall be the certificate of incorporation of the Surviving CorporationCorporation (the "Charter"), until thereafter amended as provided therein or under the DGCLby applicable law.
Appears in 1 contract
Samples: Merger Agreement (Corzon Inc)
The Certificate of Incorporation. At the Effective Time, the The certificate of incorporation of the Company, as Company in effect immediately prior to the Effective Time shall, from and as amended and restated in its entirety by after the Certificate of Merger to conform to the certificate of incorporation of Purchaser (other than the name of the CompanyEffective Time, which shall remain unchanged), shall be the certificate of incorporation of the Surviving CorporationCorporation (the "Surviving Charter"), until thereafter duly amended as provided therein in the Surviving Charter or under the DGCLby applicable law.
Appears in 1 contract
Samples: Merger Agreement (SWWT Inc)
The Certificate of Incorporation. At the Effective Time, the The certificate of incorporation of the Company, Company as in effect immediately prior to the Effective Time and as amended and restated in its entirety by the Certificate of Merger to conform to the certificate of incorporation of Purchaser (other than the name of the Company, which shall remain unchanged), shall be the certificate of incorporation of the Surviving CorporationCorporation (the “Charter”), until thereafter amended as provided therein or under the DGCLby applicable Law.
Appears in 1 contract
The Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time and as amended and restated in its entirety by the Certificate of Merger to conform to the certificate of incorporation of Purchaser (other than the name of the Company, which Company shall remain unchanged), shall be become the certificate of incorporation of the Surviving CorporationCorporation (the “Charter”), until thereafter duly amended as provided therein or under the DGCLby applicable Law.
Appears in 1 contract
Samples: Merger Agreement (Molex Inc)
The Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Company, Surviving Corporation (the “Charter”) shall be the certificate of incorporation of the Company as in effect immediately prior to the Effective Time and as amended and restated in its entirety by the Certificate of Merger to conform to the certificate of incorporation of Purchaser (other than the name of the Company, which shall remain unchanged), shall be the certificate of incorporation of the Surviving CorporationTime, until thereafter amended as provided therein or under the DGCLby applicable Law.
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