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: Agreement and Plan of Merger (Wonderware Corp), 1 Agreement and Plan of Merger (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 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: Agreement and Plan of Merger (S Acquisition Corp), Agreement and Plan of Merger (Simulation Sciences Inc)

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