Amended and Restated Certificate of Incorporation and Bylaws Sample Clauses

Amended and Restated Certificate of Incorporation and Bylaws. The Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation of its Amended and Restated Certificate of Incorporation and Bylaws.
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Amended and Restated Certificate of Incorporation and Bylaws. The Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation of its Amended and Restated Certificate of Incorporation or its Bylaws. Prior to the consummation of a Business Combination or until the distribution of the funds held in the Trust Account referred to in Section 6.7 hereof, the Company will not amend its Amended and Restated Certificate of Incorporation without the prior written consent of the Underwriter, which consent shall not be unreasonably withheld.
Amended and Restated Certificate of Incorporation and Bylaws. Immediately prior to the Effective Time, NEWCO shall adopt an Amended and Restated Certificate of Incorporation substantially similar to the form attached as Exhibit A, and Amended and Restated Bylaws, substantially similar to the form attached as Exhibit B.
Amended and Restated Certificate of Incorporation and Bylaws. Each Investor has reviewed the Amended and Restated Certificate of Incorporation and Bylaws of the Company in the forms attached hereto as Exhibits A and B, respectively, and hereby approves and ratifies the same.
Amended and Restated Certificate of Incorporation and Bylaws. Our amended and restated certificate of incorporation and our amended and restated bylaws include a number of provisions that could deter hostile takeovers or delay or prevent changes in control of our management team, including the following: • Board of directors vacancies. Our amended and restated certificate of incorporation and amended and restated bylaws authorize only our board of directors to fill vacant directorships, including newly created seats. In addition, the number of directors constituting our board of directors is permitted to be set only by a resolution adopted by our board of directors. These provisions would prevent a stockholder from increasing the size of our board of directors and then gaining control of our board of directors by filling the resulting vacancies with its own nominees. This makes it more difficult to change the composition of our board of directors but promotes continuity of management.
Amended and Restated Certificate of Incorporation and Bylaws. The Company shall have adopted the Amended and Restated Certificate of Incorporation and the Bylaws.
Amended and Restated Certificate of Incorporation and Bylaws. Integra shall have delivered to the Purchaser (i) a copy of its Amended and Restated Certificate of Incorporation and the Certificate of Designation, certified by the Secretary or an Assistant Secretary of Integra as of the Closing Date, and (ii) a copy of Integra's ByLaws, as amended (certified as of the First Closing Date by the Secretary or an Assistant Secretary of Integra).
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Amended and Restated Certificate of Incorporation and Bylaws. Prior to the consummation of the IPO, UOL and CMC shall take all necessary actions that may be required to provide for the adoption by CMC of the Amended and Restated Certificate of Incorporation of CMC, substantially in the form attached to the IPO Registration Statement as Exhibit 3.1, and the Amended and Restated Bylaws of CMC, substantially in the form attached to the IPO Registration Statement as Exhibit 3.2.
Amended and Restated Certificate of Incorporation and Bylaws. The Company shall have filed the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware immediately prior to the Effective Time and shall have adopted the Bylaws; and

Related to Amended and Restated Certificate of Incorporation and Bylaws

  • Certificate of Incorporation and Bylaws The Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation of its Certificate of Incorporation or Bylaws. Prior to the consummation of a Business Combination, the Company will not amend its Certificate of Incorporation without the prior written consent of EBC.

  • Certificate of Incorporation and By Laws of the Surviving Corporation

  • Articles of Incorporation and Bylaws The articles of incorporation and bylaws of the entity holding the charter shall provide for governance of the operation of the School as a nonprofit corporation and public charter school and shall at all times be consistent with all applicable law and this Certificate. The School shall notify the Authorizer of any modification to the Articles or Bylaws within five (5) business days of approval by the Charter Board.

  • Certificate of Incorporation and Bylaws of the Surviving Corporation (a) The certificate of incorporation of the Purchaser, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation, until thereafter amended in accordance with the provisions thereof and hereof and applicable law. (b) Subject to the provisions of Section 6.05 of this Agreement, the by-laws of the Purchaser in effect at the Effective Time shall be the by-laws of the Surviving Corporation, until thereafter amended in accordance with the provisions thereof and hereof and applicable law.

  • Articles of Incorporation and Bylaws of the Surviving Corporation At the Effective Time, (i) the Articles of Incorporation of Company as in effect immediately prior to the Effective Time shall be the Articles of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Articles of Incorporation, and (ii) the Bylaws of Company as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by law, the Articles of Incorporation of the Surviving Corporation and such Bylaws.

  • Certificate of Incorporation; Bylaws (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by Delaware Law and such Certificate of Incorporation. (b) The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended.

  • Certificate of Incorporation and Bylaws; Directors and Officers Unless otherwise determined by Parent prior to the Effective Time: (a) the Certificate of Incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to Exhibit B; (b) the Bylaws of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to the Bylaws of Merger Sub as in effect immediately prior to the Effective Time; and (c) the directors and officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are directors and officers of Merger Sub immediately prior to the Effective Time.

  • Certificate of Incorporation and By-laws of the Surviving Corporation (a) At the Effective Time, the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and applicable Law. (b) At the Effective Time, the by-laws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the by-laws of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and hereof and applicable Law.

  • Certificate of Incorporation and By-Laws The Company has heretofore furnished to Parent a complete and correct copy of the Certificate of Incorporation and the By-laws or equivalent organizational documents, each as amended to date, of the Company and each Subsidiary. Such Certificates of Incorporation and By-Laws or equivalent organizational documents are in full force and effect, and neither the Company nor any Subsidiary is in violation of any provision thereof.

  • Articles of Incorporation; Bylaws (a) At the Effective Time, the Articles of Incorporation of Company, as in effect immediately prior to the Effective Time, shall be the Articles of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Articles of Incorporation of the Surviving Corporation. (b) The Bylaws of Company, as in effect immediately prior to the Effective Time, shall be, at the Effective Time, the Bylaws of the Surviving Corporation until thereafter amended.

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