Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent and the Company prior to the Effective Time: (a) the certificate of incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time in a form acceptable to Parent; (b) the bylaws of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to the bylaws of Merger Sub as in effect immediately prior to the Effective Time; and (c) the directors and officers of the Surviving Corporation immediately after the Effective Time shall be the individuals selected by Parent prior to the Closing.
Appears in 4 contracts
Samples: Agreement and Plan of Merger and Reorganization (Axys Pharmecueticals Inc), Agreement and Plan of Merger and Reorganization (Dna Sciences Inc), Merger Agreement (Pharmaceutical Product Development Inc)
Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent and the Company prior to the Effective Time:
(a) the certificate of incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time in a form acceptable to Parent;
(b) the bylaws of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to the bylaws of Merger Sub as in effect immediately prior to the Effective Time; and
(c) the directors and officers of the Surviving Corporation immediately after the Effective Time shall be the those individuals selected designated by Parent prior to the Closingin its sole discretion.
Appears in 3 contracts
Samples: Merger Agreement (Under Armour, Inc.), Merger Agreement (Under Armour, Inc.), Merger Agreement (Under Armour, Inc.)
Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent and the Company prior to the Effective Time:
(a) the certificate of incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time in a form acceptable to Parent;
(b) the bylaws of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to the bylaws of Merger Sub as in effect immediately prior to the Effective Time; and
(c) the directors and officers of the Surviving Corporation immediately after the Effective Time shall be the individuals selected those Persons designated by Parent prior to the Closingin its sole discretion.
Appears in 3 contracts
Samples: Merger Agreement (Oclaro, Inc.), Merger Agreement (Oclaro, Inc.), Merger Agreement (Riverbed Technology, Inc.)
Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent and the Company prior to the Effective Time:
(a) the certificate of incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time in a form acceptable to Parent;
(b) the bylaws of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to the bylaws of Merger Sub as in effect immediately prior to the Effective Time; and
(c) the directors and officers of the Surviving Corporation immediately after the Effective Time shall be the individuals selected by Parent prior to the Closing.
Appears in 2 contracts
Samples: Merger Agreement (Internap Network Services Corp/Wa), Merger Agreement (Internap Network Services Corp/Wa)
Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent and the Company prior to the Effective Time:
(a) the certificate Certificate of incorporation Incorporation of the Surviving Corporation shall be amended and restated as of immediately after the Effective Time in a form acceptable to Parentconform to Exhibit E;
(b) the bylaws Bylaws of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to the bylaws Bylaws of Merger Sub as in effect immediately prior to the Effective Time; and
(c) the directors and officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals selected previously identified to Parent by Parent prior to the ClosingCompany.
Appears in 1 contract
Samples: Merger Agreement (Lipocine Inc.)
Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent and the Company prior to the Effective Time:
(a) the certificate of incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time in a form acceptable to Parent;
(b) the bylaws of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to the bylaws of Merger Sub as in effect immediately prior to the Effective Time; and
(c) the directors and officers of the Surviving Corporation immediately after the Effective Time shall be the individuals selected by Parent prior to the Closing.identified on Exhibit C.
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Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent and the Company prior to the Effective Time:
(a) the certificate Certificate of incorporation Incorporation of the Surviving Corporation shall be amended and restated in its entirety as of the Effective Time as set forth in a the form acceptable to Parentattached hereto as Exhibit B;
(b) the bylaws of the Surviving Corporation shall be amended and restated as of the Effective Time in a form acceptable to conform to the bylaws of Merger Sub as in effect immediately prior to the Effective TimeParent; and
(c) the directors and officers of the Surviving Corporation immediately after the Effective Time shall be the those individuals selected designated by Parent prior to the ClosingParent.
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Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent and the Company prior to the Effective Time:
(a) the certificate The Certificate of incorporation Incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time in a form acceptable to Parentconform to Exhibit C;
(b) the bylaws Bylaws of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to the bylaws Bylaws of Merger Sub as in effect immediately prior to the Effective Time; and
(c) the directors and officers of the Surviving Corporation immediately after the Effective Time shall be the individuals selected determined by Parent prior to the ClosingParent, at its sole discretion.
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Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent and the Company prior to the Effective Time:
(a) the certificate Certificate of incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time in a form acceptable to Parent;
(b) the bylaws Incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to the bylaws Certificate of Incorporation of Merger Sub as in effect immediately prior to the Effective Time;
(b) the Bylaws of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to the Bylaws of Merger Sub as in effect immediately prior to the Effective Time; and
(c) the directors and officers of the Surviving Corporation immediately after the Effective Time shall be the individuals selected by Parent prior to the Closing.
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Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent and the Company prior to the Effective Time:
(a) the certificate Certificate of incorporation Incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time in a form acceptable to Parentconform to Exhibit B;
(b) the bylaws Bylaws of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to the bylaws Bylaws of Merger Sub as in effect immediately prior to the Effective Time; and
(c) the directors and officers of the Surviving Corporation immediately after the Effective Time shall be the individuals selected by Parent prior to the Closing.identified on Exhibit C.
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Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent and the Company prior to the Effective Time:
(a) : the certificate of incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time in a form acceptable to Parent;
(b) ; the bylaws of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to the bylaws of Merger Sub as in effect immediately prior to the Effective Time; and
(c) and the directors and officers of the Surviving Corporation immediately after the Effective Time shall be the individuals selected by Parent prior to the Closing.identified on Exhibit C.
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