Certificate of Incorporation and By-Laws of Surviving Corporation. Subject to Section 2.1 (b), the Certificate of Incorporation and By-Laws of the Purchaser shall be the Certificate of Incorporation and By-Laws of the Surviving Corporation until thereafter amended as provided by law.
Certificate of Incorporation and By-Laws of Surviving Corporation. The Certificate of Incorporation and By-Laws of the Surviving Corporation immediately after the Merger shall be those of Acquisition Corp. as in effect immediately prior to the Effective Time.
Certificate of Incorporation and By-Laws of Surviving Corporation. At the Effective Time, the Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended and restated as set forth in Exhibit A-1 hereto (the "Surviving Corporation Charter"). The By-Laws of the Company as in effect immediately prior to the Effective Time shall be amended and restated as of the Effective Time as set forth in Exhibit B-1 hereto.
Certificate of Incorporation and By-Laws of Surviving Corporation. (a) From and after the Effective Time until further amended in accordance with the BCL, the certificate of incorporation of Merger Subsidiary, as in effect at the Effective Time, shall be the certificate of incorporation of the Surviving Corporation.
(b) From and after the Effective Time until further amended in accordance with the BCL, the By-laws of Merger Subsidiary, as in effect at the Effective Time, shall be the By-laws of the Surviving Corporation until altered, amended or repealed in accordance with law.
(c) From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with applicable law, the directors and officers of Merger Subsidiary as of the Effective Time shall be the directors and officers, respectively, of the Surviving Corporation.
Certificate of Incorporation and By-Laws of Surviving Corporation. Unless otherwise determined by Parent prior to the Effective Time, at the Effective Time the Certificate of Incorporation of the Company, as amended by the Certificate of Merger, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by the DGCL. The by-laws of the Merger Sub shall be the by-laws of the Surviving Corporation until thereafter amended as provided by the DGCL.
Certificate of Incorporation and By-Laws of Surviving Corporation. At the Effective Time, (i) the certificate of incorporation of Sub shall become the certificate of incorporation of the Surviving Corporation until altered, amended or repealed as provided by applicable law, (ii) the by-laws of Sub shall become the by-laws of the Surviving Corporation until altered, amended or repealed as provided by applicable law or in the certificate of incorporation or by-laws of the Surviving Corporation, (iii) the directors of Sub shall become the directors of the Surviving Corporation and (iv) the officers of Sub shall become the officers of the Surviving Corporation.
Certificate of Incorporation and By-Laws of Surviving Corporation. The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended as of the Effective Time so that Article Four of such Certificate is amended to read in its entirety as follows: "The total number of shares of stock which the Corporation shall have authority to issue is 1,000 shares, all of one class of Common Stock having a par value of $.01 per share, and each share of Common Stock shall be entitled to one vote on all matters as to which such stock is entitled to vote." As so amended, the Certificate of Incorporation of the Company shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided therein or by law. The By-Laws of Newco, as in effect immediately prior to the Effective Time, shall be the By-Laws of the Surviving Corporation until thereafter amended as provided therein, by the Certificate of Incorporation or by law.
Certificate of Incorporation and By-Laws of Surviving Corporation. At the Effective Time, the certificate of incorporation and by-laws of OPSCO shall be and are in the identical form of the certificate of incorporation and bylaws of AAWC, in each case as amended and in effect immediately prior to the Effective Time.
Certificate of Incorporation and By-Laws of Surviving Corporation. From and after the Effective Time, (i) the Certificate of Incorporation of Acquisition Sub shall be the Certificate of Incorporation of the Surviving Corporation, unless and until altered, amended or repealed as provided in the DGCL, (ii) the by-laws of Acquisition Sub shall be the by-laws of the Surviving Corporation, unless and until altered, amended or repealed as provided in the DGCL, the Certificate of Incorporation or such by-laws, (iii) the directors of Acquisition Sub shall be the directors of the Surviving Corporation, unless and until removed, or until their respective terms of office shall have expired, in accordance with the DGCL, the Certificate of Incorporation and the by-laws of the Surviving Corporation, as applicable and (iv) the officers of the Acquisition Sub shall be the officers of the Surviving Corporation, in each case, unless and until removed or until their terms of office shall have expired in accordance with the DGCL, the Certificate of Incorporation and the by-laws of the Surviving Corporation, as applicable.
Certificate of Incorporation and By-Laws of Surviving Corporation. (a) The Certificate of Incorporation of Sub as in effect immediately prior to the Effective Time shall be the Certificate of Incorporation of Surviving Corporation, until duly amended in accordance with the terms thereof and of the Delaware Law, except that from and after the Effective Time, Article First of the Certificate of Incorporation of Sub shall be amended to be and read as follows:
