Articles of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent and the Company prior to the Effective Time: (a) the Articles 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 individuals identified on Exhibit C.
Appears in 5 contracts
Samples: Merger Agreement (St. Bernard Software, Inc.), Option Agreement (Blastgard International Inc), Merger Agreement (Titan Corp)
Articles of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent and the Company prior to the Effective Time:
(a) the Articles of Incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to Exhibit BC;
(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 individuals identified on Exhibit C.D.
Appears in 3 contracts
Samples: Merger Agreement (Boole & Babbage Inc), Merger Agreement (Boole & Babbage Inc), Merger Agreement (Zitel Corp)
Articles of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent and the Company prior to the Effective Time:
(a) the Articles of Incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to Exhibit BD;
(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 individuals identified on Exhibit C.E.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Eloquent Inc), Agreement and Plan of Merger (Eloquent Inc)
Articles of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent and the Company prior to the Effective Time:
(a) the Articles articles of Incorporation incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time in a form acceptable to conform to Exhibit BParent;
(b) the Bylaws bylaws of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to the Bylaws 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 individuals identified on Exhibit C.selected by Parent prior to the Closing.
Appears in 2 contracts
Samples: Merger Agreement (Puma Technology Inc), Merger Agreement (Ebay Inc)
Articles of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent and the Company prior to the Effective Time:
(aA) the Articles of Incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to Exhibit B;
(bB) 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
(cC) the directors and officers of the Surviving Corporation immediately after the Effective Time shall be the individuals identified on Exhibit C.
Appears in 1 contract
Articles of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent and the Company prior to the Effective Time:
(a) the Articles of Incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to be as set forth in 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 be as set forth in effect immediately prior to the Effective TimeExhibit C; and
(c) the directors and officers of the Surviving Corporation immediately after the Effective Time shall be the individuals identified on Exhibit C.D.
Appears in 1 contract
Articles of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent and the Company prior to the Effective Time:
(a) the Articles of Incorporation of the Surviving Corporation shall will be amended and restated as of the Effective Time to conform to Exhibit BEXHIBIT C;
(b) the Bylaws of the Surviving Corporation shall will 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 will be the individuals identified on Exhibit C.EXHIBIT D.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Quokka Sports Inc)
Articles of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent and the Company prior to the Effective Time:
(a) the Articles of Incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to Exhibit 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 individuals identified on Exhibit EXHIBIT C.
Appears in 1 contract
Samples: Merger Agreement (Medibuy Com Inc)
Articles of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent and the Company prior to the Effective Time:
(a) the Articles of Incorporation of the Surviving Corporation shall be amended and restated conform to the Articles of Incorporation of Merger Sub as of in effect immediately prior to the Effective Time to conform to Exhibit BTime;
(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 individuals identified on Exhibit C.B.
Appears in 1 contract
Articles of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent and the Company prior to the Effective Time:
(a) the Articles of Incorporation of the Surviving Corporation shall be amended and restated as the Articles of Incorporation of the Company as in effect immediately prior to the Effective Time to conform to Exhibit BTime;
(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 individuals identified on Exhibit EXHIBIT C.
Appears in 1 contract
Samples: Merger Agreement (Qualcomm Inc/De)
Articles of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent Terayon and the Company prior to the Effective Time:
(a) the Articles 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 individuals identified on Exhibit C.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Terayon Communication Systems)
