Common use of The Certificate of Incorporation Clause in Contracts

The Certificate of Incorporation. The certificate of incorporation of the Company as in effect immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation (the "Charter"), until duly amended as provided therein or by applicable law, except that Article III of the Charter shall be amended to read in its entirety as follows: "The aggregate number of shares that the Corporation shall have the authority to issue is 1,000 shares of Common Stock, par value $0.01 per share."

Appears in 3 contracts

Samples: Merger Agreement (Efax Com Inc), Merger Agreement (Jfax Com Inc), Merger Agreement (Efax Com Inc)

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The Certificate of Incorporation. The certificate of incorporation of the Company as in effect immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation (the "Charter"), until duly amended as provided therein or by applicable law, except that (i) Article III Fourth of the Charter shall be amended to read in its entirety as follows: "The aggregate number of shares that the Corporation shall have the authority to issue is 1,000 shares of Common Stock, par value $0.01 per share."

Appears in 2 contracts

Samples: Merger Agreement (Ameritech Corp /De/), Merger Agreement (SBC Communications Inc)

The Certificate of Incorporation. The certificate of incorporation of the Company as in effect immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation (the "Charter"), until duly amended as provided therein or by applicable law, except that Article III Fourth of the Charter shall be amended to read in its entirety as follows: "The aggregate number authorized capital stock of shares that the Corporation shall have the authority to issue is 1,000 consist of one thousand shares of Common Stock, common stock having a par value $0.01 of one dollar per share."

Appears in 2 contracts

Samples: Merger Agreement (Republic Automotive Parts Inc), Merger Agreement (Keystone Automotive Industries Inc)

The Certificate of Incorporation. The certificate of incorporation of the Company as in effect immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation (the "Charter"), until duly amended as provided therein or by applicable law, except that Article III Fourth of the Charter shall be amended to read in its entirety as follows: "The aggregate number of shares that the Corporation shall have the authority to issue is 1,000 shares of Common Stock, par value $0.01 1.00 per share."

Appears in 1 contract

Samples: Merger Agreement (United Healthcare Corp)

The Certificate of Incorporation. The certificate of incorporation of the Company as in effect immediately prior to the Effective Time shall shall, from and after the Effective Time, be the certificate of incorporation of the Surviving Corporation (the "Charter"), until duly amended as provided therein or by applicable lawLaws, except that Paragraph A of Article III Fourth of the Charter shall be amended to read in its entirety as follows: "The aggregate total number of shares that which the Corporation shall have the authority to issue is 1,000 shares of Common Stock, par value $0.01 1.00 per shareshare (the “Common Stock”)."

Appears in 1 contract

Samples: Merger Agreement (Genlyte Group Inc)

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The Certificate of Incorporation. The certificate of incorporation of the Company as in effect immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation (the "CharterCHARTER"), until duly amended as provided therein or by applicable lawLaws , except that Article III Fourth of the Charter shall be amended to read in its entirety as follows: "The aggregate number of shares that the Corporation shall have the authority to issue is 1,000 shares of Common Stock, par value $0.01 1.00 per share."

Appears in 1 contract

Samples: Agreement and Plan of Merger (Color Kinetics Inc)

The Certificate of Incorporation. The certificate of incorporation of the Company as in effect immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation (the "Charter"), until duly amended as provided therein or by applicable law, except that Article III IV of the Charter shall be amended to read in its entirety as follows: "The aggregate number of shares that the Corporation shall have the authority to issue is 1,000 shares of Common Stock, par value $0.01 per share, and an unlimited number of fixed value redeemable preferred shares each having a redemption price of $100."

Appears in 1 contract

Samples: Merger Agreement (Moore Wallace Inc)

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