Common use of Certificate of Incorporation and By-laws; Directors and Officers Clause in Contracts

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.

Appears in 2 contracts

Samples: Merger Agreement (Wonderware Corp), Merger Agreement (WDR Acquisition Corp)

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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 and officers of the Merger Sub holding office immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation immediately after the Effective Time.

Appears in 2 contracts

Samples: Merger Agreement (Tristar Aerospace Co), Merger Agreement (Alliedsignal Inc)

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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 amended, subject to Section 6.10 below, 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.prior

Appears in 2 contracts

Samples: Merger Agreement (Simulation Sciences Inc), Merger Agreement (S Acquisition Corp)

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