Common use of Articles of Incorporation and Bylaws; Directors and Officers Clause in Contracts

Articles of Incorporation and Bylaws; Directors and Officers. Unless otherwise agreed 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 respective individuals who are directors and officers of Merger Sub immediately prior to the Effective Time.

Appears in 4 contracts

Samples: Agreement and Plan of Merger and Reorganization (Arris Pharmaceutical Corp/De/), Merger Agreement (Sequana Therapeutics Inc), Merger Agreement (Sequana Therapeutics Inc)

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Articles of Incorporation and Bylaws; Directors and Officers. Unless otherwise agreed 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 TimeExhibit C; 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.

Appears in 1 contract

Samples: Merger Agreement (Wind River Systems Inc)

Articles of Incorporation and Bylaws; Directors and Officers. Unless otherwise agreed by Parent and the Company prior to the Effective Time: (a) the The Articles of Incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to Exhibit B;C. (b) the The Bylaws of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to the Bylaws of Merger Sub the Company as in effect immediately prior to the Effective TimeTime (except that certain sections shall be amended in their entirety to read as set forth on Exhibit D; and (c) the 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 the Company immediately prior to the Effective Time, with the addition of J. D. Xxxxxxxxx, xxo shall serve as a director.

Appears in 1 contract

Samples: Merger Agreement (Interlinq Software Corp)

Articles of Incorporation and Bylaws; Directors and Officers. Unless otherwise agreed 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 Bthe Articles of Incorporation of Merger Sub as in effect immediately prior to the Effective Time; (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 Merger Sub immediately prior to the Effective Time shall continue as 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.

Appears in 1 contract

Samples: Merger Agreement (Messagemedia Inc)

Articles of Incorporation and Bylaws; Directors and Officers. Unless otherwise agreed 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 immediately after the Effective Time in a form acceptable to conform to Exhibit BParent; (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.

Appears in 1 contract

Samples: Merger Agreement (Applied Materials Inc /De)

Articles of Incorporation and Bylaws; Directors and Officers. Unless otherwise agreed 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 immediately after the Effective Time in a form acceptable to conform to Exhibit BParent; (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 respective individuals who are directors and officers of Merger Sub immediately prior to the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (Applied Films Corp)

Articles of Incorporation and Bylaws; Directors and Officers. Unless otherwise agreed jointly 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 the articles of incorporation attached hereto as Exhibit B2.4; (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 bylaws approved by Parent 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 Acquisition Sub immediately prior to the Effective Time, and such directors and officers shall hold office in accordance with and subject to the Articles of Incorporation and Bylaws of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Captaris Inc)

Articles of Incorporation and Bylaws; Directors and Officers. Unless otherwise agreed 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 as set forth in the Articles of Merger of Formonix, Inc. and ViewStar Acquisition Corp., attached hereto as 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.identified on Exhibit C.

Appears in 1 contract

Samples: Merger Agreement (Caere Corp)

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Articles of Incorporation and Bylaws; Directors and Officers. Unless otherwise agreed 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 the Articles of Incorporation of the Company as in effect as of the Effective Time to conform to Exhibit Bdate hereof; (b) the Bylaws of the Surviving Corporation shall be amended and restated the Bylaws of the Company as in effect as of the Effective Time to conform to the Bylaws of Merger Sub as in effect immediately prior to the Effective Timedate hereof; and (c) the directors and officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are shall be the officers and directors and officers of Merger Sub immediately prior to the Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Qualcomm Inc/De)

Articles of Incorporation and Bylaws; Directors and Officers. Unless otherwise agreed 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 respective individuals who are directors and officers of Merger Sub immediately prior to the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (XRS Corp)

Articles of Incorporation and Bylaws; Directors and Officers. Unless otherwise agreed 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 immediately after 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) and 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.

Appears in 1 contract

Samples: Merger Agreement (Etec Systems Inc)

Articles of Incorporation and Bylaws; Directors and Officers. Unless otherwise agreed 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 respective individuals who are directors and officers of Merger Sub immediately prior to the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (Women Com Networks Inc)

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