Certificate of Incorporation and By-laws; Directors and Officers. The Certificate of Incorporation and By-Laws of the Company, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation and By-Laws of the Surviving Corporation immediately after the Effective Time and shall thereafter continue to be its Certificate of Incorporation and By-Laws until amended as provided therein and under the Delaware Law. The directors of the Merger Sub holding office immediately prior to the Effective Time shall be the directors of the Surviving Corporation immediately after the Effective Time.
Certificate of Incorporation and By-laws; Directors and Officers. At the Effective Time, unless otherwise jointly determined by Parent and the Company prior to the Effective Time:
(a) 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;
(b) the By-laws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the By-laws of the Surviving Corporation; and
(i) the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Surviving Corporation shall be designated by Parent, in each case until their respective successors are duly elected or appointed and qualified in accordance with applicable Law or until their earlier death, resignation, or removal. Prior to the Closing, the Company shall deliver to Parent a letter executed by each director of the Company effectuating his, her, or their resignation as a member of the Board of Directors, to be effective as of the Effective Time.
Certificate of Incorporation and By-laws; Directors and Officers. (a) The Certificate of Incorporation of the Surviving Corporation in effect at the Effective Time 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 in effect at the Effective Time will be the By-laws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.
(b) The directors of Sub at the Effective Time shall automatically, and without further action, be the directors of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. The officers of the Sub at the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.
Certificate of Incorporation and By-laws; Directors and Officers. The Restated Certificate of Incorporation of the Company shall be the Certificate of Incorporation of the Surviving Corporation immediately after the Effective Time. The By-Laws of Purchaser, as in effect immediately prior to the Effective Time, shall be the By-Laws of the Surviving Corporation immediately after the Effective Time and the directors of the Company shall submit their resignations at the Effective Time. The directors of Purchaser holding office immediately prior to the Effective Time shall be the directors of the Surviving Corporation immediately after the Effective Time. The officers of the Company, other than the Chairman of the Board, holding office immediately prior to the Effective Time shall be the officers (holding the same offices as they held with the Company) of the Surviving Corporation immediately after the Effective Time.
Certificate of Incorporation and By-laws; Directors and Officers. Unless otherwise determined by the Company and Parent prior to the Effective Time and only to the extent that the shareholders of Parent affirmatively vote to take such actions described in (a) and (b) below:
(a) Concurrent with the Effective Time, by the filing of a Certificate of Amendment of Certificate of Incorporation of Parent with the Secretary of State of the State of New York, Parent shall amend its Certificate of Incorporation to (i) change its name to a name mutually agreed upon between Parent and the Company and (ii) provide for a classified Board of Directors whereby the directors shall be separated into three classes, with the members of each class serving for a three year term, provided that the Class I directors shall be elected at Parent's 2000 annual meeting of shareholders, the Class II directors shall be elected at Parent's 2001 annual meeting of shareholders and the Class III directors shall be elected at Parent's 2002 annual meeting of shareholders; all as set forth in the Certificate of Amendment of Certificate of Incorporation attached hereto as Exhibit A (the "Certificate of Amendment");
(b) Effective on or promptly following the Effective Time, the By-laws of the Parent shall be amended and restated to provide for a classified Board of Directors whereby the directors shall be separated into three classes, with the members of each class serving time for a three year term, provided that the Class I directors shall be elected at Parent's 2000 annual meeting of shareholders, the Class II directors shall be elected at Parent's 2001 annual meeting of shareholders and the Class III directors shall be elected at Parent's 2002 annual meeting of shareholders all as set forth in the Amended and Restated Bylaws of Parent attached hereto as Exhibit B; and
(c) the Certificate of Incorporation and Bylaws of the Surviving Corporation shall be substantially as set forth in Exhibit C.
Certificate of Incorporation and By-laws; Directors and Officers. The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended and restated at the Effective Time so as to read in its entirety in the form set forth as EXHIBIT A hereto and, as so amended, shall be the Certificate of Incorporation of the Surviving Corporation immediately after the Effective Time. The By-Laws of Purchaser, as in effect immediately prior to the Effective Time, shall be the By-Laws of the Surviving Corporation immediately after the Effective Time and the directors of the Company shall submit their resignations at the Effective Time. The directors of Purchaser holding office immediately prior to the Effective Time shall be the directors of the Surviving Corporation immediately after the Effective Time. The officers of the Company holding office immediately prior to the Effective Time shall be the officers (holding the same offices as they held with the Company) of the Surviving Corporation immediately after the Effective Time until such time as their successors shall have been duly appointed.
Certificate of Incorporation and By-laws; Directors and Officers. (a) The Certificate of Incorporation of the Surviving Corporation immediately following the Effective Time shall be amended and restated to read in its entirety in the form attached as Exhibit A.
(b) The by-laws of the Surviving Corporation immediately following the Effective Time shall be the same as the by-laws of Merger Sub immediately prior to the Effective Time, except that the name of the corporation set forth therein shall be changed to the name of the Company.
(c) The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and by-laws of the Surviving Corporation.
Certificate of Incorporation and By-laws; Directors and Officers. (a) The Certificate of Incorporation of the Surviving Corporation in effect at the Effective Time will be amended in its entirety at the Effective Time to read as set forth in EXHIBIT B hereto and 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 in effect at the Effective Time will be the By-laws of the Surviving Corporation until thereafter changed or amended as provided therein or by Applicable Law.
(b) The directors of Sub at the Effective Time shall automatically, and without further action, be the directors of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. The officers of the Sub at the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.
Certificate of Incorporation and By-laws; Directors and Officers. (a) The Certificate of Incorporation of the Surviving Company in effect at the Effective Time will be amended in its entirety at the Effective Time to read as set forth in Exhibit B hereto and shall be the Certificate of Incorporation of the Surviving Company until thereafter changed or amended as provided therein or by Applicable Law.
(b) The officers and directors of Sub at the Effective Time shall automatically, and without further action, be the officers and directors of the Surviving Company, until the earlier of their resignation or removal or until their successors are duly elected or appointed.
Certificate of Incorporation and By-laws; Directors and Officers. (a) Articles of Incorporation and By-Laws. Sorrento has made available to Parent the Sorrento Certificate and Sorrento By-Laws, each as in effect at the date hereof. Simultaneously with the Effective Time, Parent, in its capacity as sole stockholder of the Surviving Company, shall take all necessary actions required to adopt an amended and restated certificate of incorporation and By-Laws of the Surviving Company, substantially in the form attached as Exhibit D hereto (the “Amended Charter Documents”), and such Amended Charter Documents shall be the charter documents of the Surviving Company from and after the Effective Time until further amended in accordance with applicable law.
