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 Amended and Restated Certificate of Incorporation and Amended and Restated 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 until thereafter amended as provided by law.
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.
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, the Certificate of Incorporation shall be amended and restated in its entirety in the form set forth in Exhibit 1.03 hereto and the Certificate of Incorporation as so amended and the 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 until thereafter amended as provided by law.
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of Sub shall become the certificate of incorporation of the Surviving Corporation until altered, amended or repealed as provided by applicable law, (ii) the by-laws of Sub shall become the by-laws of the Surviving Corporation until altered, amended or repealed as provided by applicable law or in the certificate of incorporation or by-laws of the Surviving Corporation, (iii) the directors of Sub shall become the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. From and after the Effective Time, (i) the Certificate of Incorporation of Alloy 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 Alloy 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 Alloy 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 Alloy 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. 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 RESSMC, in each case as amended and in effect immediately prior to the Effective Time.
Certificate of Incorporation and By-Laws of Surviving Corporation. (a) Unless otherwise determined by Parent prior to the Effective Time, at the Effective Time, the Certificate of Incorporation of the Surviving Corporation, as in effect immediately prior to the Effective Time, shall be amended and restated to read as did the Certificate of Incorporation of Merger Sub immediately prior to the Effective Time, except that the name of the Surviving Corporation shall be "OPTICAL DIGITAL VIDEO GROUP, INC."
