Charter and Bylaws of the Surviving Corporation. At the Effective Time, the certificate of incorporation of the Company shall be amended and restated, by virtue of the Merger, to read as set forth in Exhibit 2.3(a) hereto and shall be the certificate of incorporation of the Surviving Corporation (the “Surviving Corporation Charter”) and the bylaws of the Company shall be amended and restated, by virtue of the Merger, to read as set forth in Exhibit 2.3(b) hereto and shall be the bylaws of the Surviving Corporation (the “Surviving Corporation Bylaws”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fresenius Medical Care AG & Co. KGaA), Agreement and Plan of Merger (Fresenius Medical Care AG & Co. KGaA)
Charter and Bylaws of the Surviving Corporation. At the Effective Time, the certificate The Certificate of incorporation Incorporation of the Company (the “Charter”) shall be amended and restated, by virtue as a result of the MergerMerger to be in a form of the Certificate of Incorporation of Merger Sub and, to read as set forth in Exhibit 2.3(a) hereto and so amended, shall be the certificate of incorporation charter of the Surviving Corporation Corporation, until duly amended as provided therein or by applicable Laws. The bylaws of Merger Sub (the “Surviving Corporation CharterBylaws”) and in effect immediately prior to the bylaws of the Company shall be amended and restated, by virtue of the Merger, to read as set forth in Exhibit 2.3(b) hereto and Effective Time shall be the bylaws of the Surviving Corporation (the “Surviving Corporation Bylaws”)Corporation, until thereafter amended as provided therein or by applicable Laws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (XPO Logistics, Inc.), Agreement and Plan of Merger (Con-Way Inc.)
