Certificate of Incorporation and By. Laws of the Surviving Corporation
Certificate of Incorporation and By laws of the Surviving Corporation. The certificate of incorporation and the by-laws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation and the by-laws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law, except that the name of the Merger Sub shall be amended as of the Effective Time to a name designated by Parent prior to the Company Stockholders Meeting.
Certificate of Incorporation and By. LAWS OF THE SURVIVING CORPORATION
Certificate of Incorporation and By. Laws. Parent has heretofore furnished to the Company complete and correct copies of the Parent Certificate of Incorporation and the Parent By-Laws (as defined below). Such Certificate of Incorporation and By-Laws are in full force and effect. Neither Parent nor any Parent Subsidiary is in violation of any provision of its Certificate of Incorporation, By-Laws or equivalent organizational documents.
Certificate of Incorporation and By laws of the Surviving Corporation. The certificate of incorporation of the Company shall be amended as of the Effective Time to read in its entirety like the certificate of incorporation of Sub except that Article First of such certificate of incorporation shall read in its entirety as follows: "The name of the Corporation is Xxxxxxx Xxxxx Xxxxxx Holdings Inc." and, as amended, such certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law. The by-laws of Sub, as in effect immediately prior to the Effective Time, shall become the by-laws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law.
Certificate of Incorporation and By laws of the Surviving Corporation.
(a) At the Effective Time and without any further action on the part of the Company or Purchaser, the Certificate of Incorporation of the Company, as in effect at the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation.
(b) At the Effective Time and without further action on the part of the Company or Purchaser, the By-laws of the Company, as in effect at the Effective Time, shall be the By-laws of the Surviving Corporation.
Certificate of Incorporation and By. LAWS The Company has heretofore made available 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, by-laws or equivalent organizational documents are in full force and effect.
Certificate of Incorporation and By. Laws of the Surviving Corporation.
(a) 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, until thereafter amended in accordance with the provisions thereof and hereof and applicable law.
(b) Subject to the provisions of Section 6.01 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.
Certificate of Incorporation and By. Laws 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 6.6 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 amended in accordance with the provisions thereof and applicable law.
Certificate of Incorporation and By. LAWS. The copies of the Parent's certificate of incorporation and by-laws, each as amended through the date of this Agreement (collectively, the "PARENT CHARTER DOCUMENTS") that are incorporated by reference in, as exhibits to, the Parent's Annual Report on Form 10-K for the year ended December 31, 1998, as amended by its filing on Form 10K/A (the "MIG FORM 10K"), and all comparable corporate organizational documents of the Parent Subsidiaries made available to the Company by the Parent are complete and correct copies of those documents. Except as set forth in Section 4.2 of the Parent Disclosure Letter, the Parent Charter Documents and all comparable corporate organizational documents of the Parent Subsidiaries are in full force and effect. The Parent is not in violation of any of the provisions of the Parent Charter Documents.
