Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent prior to the Effective Time: (a) the Certificate of Incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to Exhibit B; (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 respective individuals who are directors and officers of Merger Sub immediately prior to the Effective Time.
Appears in 6 contracts
Samples: Merger Agreement (Cooper & Chyan Technology Inc), Merger Agreement (Cadence Design Systems Inc), Merger Agreement (Compurad Inc)
Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent prior to the Effective Time:
(a) the Certificate of Incorporation of the Surviving Corporation shall be amended and restated as of immediately after the Effective Time to conform to Exhibit B;
(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 respective individuals who are directors and officers of Merger Sub immediately prior to the Effective Time.
Appears in 5 contracts
Samples: Merger Agreement (Adobe Systems Inc), Merger Agreement (Adobe Systems Inc), Merger Agreement (Macromedia Inc)
Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent prior to the Effective Time:
(a) the Certificate of Incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time to substantially conform to Exhibit Bthe 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 substantially 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 respective individuals who are directors and officers of Merger Sub immediately prior to the Effective Time.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (LJL Biosystems Inc), Merger Agreement (Molecular Devices Corp), Agreement and Plan of Merger and Reorganization (Molecular Devices Corp)
Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent prior to the Effective Time:
(a) the The Certificate of Incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to Exhibit B;Annex III.
(b) Unless otherwise determined by Parent prior to the Effective Time:
(i) the Bylaws of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to the Bylaws of Merger Acquisition Sub as in effect immediately prior to the Effective Time; and
(cii) the directors and officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are directors and officers of Merger Acquisition Sub immediately prior to the Effective Time.
Appears in 3 contracts
Samples: Merger Agreement (Triangle Pharmaceuticals Inc), Merger Agreement (Triangle Pharmaceuticals Inc), Merger Agreement (Gilead Sciences Inc)
Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent prior to the Effective Time:
(a) the Certificate of Incorporation of the Surviving Corporation shall be amended and restated in its entirety to be identical to the certificate of incorporation of Purchaser, as of in effect immediately prior to the Effective Time to conform to Exhibit BTime;
(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 Purchaser 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 who are designated as directors and officers of Merger Sub Purchaser immediately prior to the Effective Time.
Appears in 3 contracts
Samples: Merger Agreement (Amgen Inc), Merger Agreement (Onyx Pharmaceuticals Inc), Merger Agreement (Amgen Inc)
Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined mutually agreed 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 to conform to Exhibit BC;
(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 who are the directors and officers of Merger Sub immediately prior to the Effective Time, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may be.
Appears in 3 contracts
Samples: Merger Agreement (Momentive Global Inc.), Merger Agreement (Momentive Global Inc.), Agreement and Plan of Merger (ADESTO TECHNOLOGIES Corp)
Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent prior to At the Effective Time:
(a) the Certificate of Incorporation of the Surviving Corporation shall be amended and restated to conform to the Certificate of Incorporation of Merger Sub as of the Effective Time date of this Agreement (other than with respect to conform to Exhibit Bthe name of the Surviving Corporation);
(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) unless otherwise determined by Parent prior to the Effective Time, the directors and officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are directors and officers of Merger Sub immediately prior to the Effective Time.
Appears in 3 contracts
Samples: Merger Agreement (Synopsys Inc), Merger Agreement (Alpha Innotech Corp), Merger Agreement (HPL Technologies 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 to conform to Exhibit BC;
(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 respective individuals who are directors and officers of Merger Sub immediately prior to the Effective Time.identified on Exhibit D.
Appears in 3 contracts
Samples: Merger Agreement (Cypress Bioscience Inc), Merger Agreement (Siebel Systems Inc), Agreement and Plan of Merger and Reorganization (Terayon Communication Systems)
Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent prior to the Effective Time:
(a) the Certificate of Incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to Exhibit B;
(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 Purchaser 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 who are the directors and officers of Merger Sub Purchaser immediately prior to the Effective Time.
Appears in 3 contracts
Samples: Merger Agreement, Merger Agreement (Sientra, Inc.), Merger Agreement (Miramar Labs, Inc.)
Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent prior to the Effective Time:
(a) the Certificate of Incorporation of the Surviving Corporation Company shall be amended and restated in its entirety as of the Effective Time to conform to read in the form attached hereto as Exhibit B;
(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 Purchaser 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 who are the directors and officers of Merger Sub Purchaser immediately prior to the Effective Time.
Appears in 2 contracts
Samples: Merger Agreement (Ikanos Communications, Inc.), Merger Agreement (Ikanos Communications, Inc.)
Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent prior to the Effective Time:
(a) the Certificate of Incorporation of the Surviving Corporation shall be amended and restated as of at the Effective Time to conform to Exhibit B;
(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 respective individuals who are directors and officers of Merger Sub immediately prior to the Effective Time.
Appears in 2 contracts
Samples: Merger Agreement (Rae Systems Inc), Merger Agreement (Rae Systems Inc)
Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent prior to the Effective Time:
(a) the Certificate of Incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to Exhibit B;
(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 Purchaser 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 who are directors and officers of Merger Sub Purchaser immediately prior to the Effective Time.
Appears in 2 contracts
Samples: Merger Agreement (Trius Therapeutics Inc), Merger Agreement (Cubist Pharmaceuticals Inc)
Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent prior to the Effective Time:
(a) the Certificate of Incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to Exhibit B;
(b) the Bylaws of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws of Merger Sub substantially in the form attached hereto as in effect immediately prior to the Effective TimeExhibits G-1 and G-2, respectively; and
(cb) the directors and officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are directors and officers of Merger Sub immediately prior to the Effective Time, until their respective successors are elected and qualified or duly appointed, as the case may be.
Appears in 2 contracts
Samples: Merger Agreement (Clarent Corp/Ca), Merger Agreement (Act Networks Inc)
Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent prior to the Effective Time:
(a) the Certificate of Incorporation of the Surviving Corporation shall be amended and restated as of at the Effective Time to conform to Exhibit Bthe Certificate of Incorporation of Merger Sub as of the date of this Agreement (other than with respect to the name of the Surviving Corporation);
(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 respective individuals who are directors and officers of Merger Sub immediately prior to the Effective Time.
Appears in 2 contracts
Samples: Merger Agreement (GoRemote Internet Communications, Inc.), Merger Agreement (Ipass Inc)
Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined mutually agreed 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 to conform to Exhibit BC;
(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 respective individuals who are the directors and officers of Merger Sub immediately prior to the Effective Time, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may be.
Appears in 2 contracts
Samples: Merger Agreement (Marvell Technology Group LTD), Merger Agreement (Aquantia Corp)
Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined mutually agreed 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 to conform to Exhibit B;
(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 respective individuals who are directors and officers of Merger Sub immediately prior to the Effective Time, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may be.
Appears in 2 contracts
Samples: Merger Agreement (Cavium, Inc.), Merger Agreement (Marvell Technology Group LTD)
Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent prior to the Effective Time:
(a) the Certificate of Incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time to conform 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 respective individuals who are the directors and officers of Merger Sub immediately prior to the Effective Time, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may be.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lockheed Martin Corp), Merger Agreement (Aerojet Rocketdyne Holdings, Inc.)
Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent prior to the First Effective Time:
(a) the Certificate of Incorporation of the Surviving Corporation shall be amended and restated as of immediately after the First Effective Time to conform to Exhibit B;
(b) the Bylaws of the Surviving Corporation shall be amended and restated as of the First Effective Time to conform to the Bylaws of Merger Sub as in effect immediately prior to the First Effective Time; and
(c) the directors and officers of the Surviving Corporation immediately after the First Effective Time shall be the respective individuals who are directors and officers of Merger Sub immediately prior to the First Effective Time.
Appears in 2 contracts
Samples: Merger Agreement (Sirenza Microdevices Inc), Merger Agreement (Rf Micro Devices Inc)
Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent prior to the Effective Time:
(aA) the Certificate of Incorporation of the Surviving Corporation shall be amended and restated as of immediately after the Effective Time to conform to Exhibit EXHIBIT B;
(bB) 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
(cC) the directors and officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are directors and officers of Merger Sub immediately prior to the Effective Time.
Appears in 1 contract
Samples: Merger Agreement (Med-Design Corp)
Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent Buyer prior to the Effective Time:
(a) the Certificate of Incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to Exhibit B;
(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 Buyer 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 who are the directors and officers officers, respectively, of Merger Sub Buyer immediately prior to the Effective Time.
Appears in 1 contract
Samples: Merger Agreement (Lyris, 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 to conform to Exhibit BD;
(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 MergerSub 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 who are the directors and officers of Merger Sub the MergerSub immediately prior to the Effective Time, together with such additional individuals as Parent may designate.
Appears in 1 contract
Samples: Merger Agreement (Pixelworks Inc)
Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent prior to the Effective Time:
(aA) the Certificate certificate of Incorporation incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time to substantially conform to Exhibit Bthe certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time;
(bB) the Bylaws bylaws of the Surviving Corporation shall be amended and restated as of the Effective Time to substantially conform to the Bylaws bylaws of Merger Sub as in effect immediately prior to the Effective Time; and
(cC) the directors and officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are directors and officers of Merger Sub immediately prior to the Effective Time.
Appears in 1 contract
Samples: Merger Agreement (Agritope Inc)
Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent prior to the Effective Time:
(a) the Certificate of Incorporation of the Surviving Corporation shall be amended and restated as of immediately after the Effective Time to conform to Exhibit B;
(b) the Bylaws of the Surviving Corporation shall be amended and restated as of immediately after 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 respective individuals who are directors and officers of Merger Sub immediately prior to the Effective Time.
Appears in 1 contract
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 to conform to Exhibit Bthe 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 Merger Sub immediately prior to the Effective Time shall continue as the directors and officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are directors and officers of Merger Sub immediately prior to the Effective Time.
Appears in 1 contract
Samples: Merger Agreement (Messagemedia 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 to conform to Exhibit Bthe 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 Merger Sub immediately prior to the Effective Time shall continue as the directors and officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are directors and officers of Merger Sub immediately prior to the Effective TimeTune.
Appears in 1 contract
Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent prior to the Effective Time:
(a) the Certificate of Incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to read in its entirety as set forth on Exhibit B;
(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 TimeTime except that the Company’s name shall be the name of the Surviving Corporation; and
(c) the directors and officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are directors and officers of Merger Sub immediately prior to the Effective Time.
Appears in 1 contract
Samples: Merger Agreement (Cysive Inc)
Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent prior to the Effective Time:
(a) the Certificate of Incorporation of the Surviving Corporation shall be amended and restated as of immediately after the Effective Time to conform to Exhibit B;
(b) the Bylaws of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to the Bylaws of Merger Acquisition 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 who are directors and officers of Merger Acquisition Sub immediately prior to the Effective Time.
Appears in 1 contract
Samples: Merger Agreement (Cubic Corp /De/)
Certificate of Incorporation and Bylaws; Directors and Officers. (a) The Certificate of Incorporation of the Surviving Corporation shall be amended and restated immediately after the Effective Time to conform to Annex III.
(b) Unless otherwise determined by Parent prior to the Effective Time:
(a) the Certificate of Incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to Exhibit B;
(bi) the Bylaws of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to the Bylaws of Merger Acquisition Sub as in effect immediately prior to the Effective Time; and
(cii) the directors and officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are directors and officers of Merger Acquisition Sub immediately prior to the Effective Time.
Appears in 1 contract
Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent prior to the Effective Time:
(a) the Certificate certificate of Incorporation incorporation of the Surviving Corporation shall be amended and restated to reflect the transactions contemplated by this Agreement as of the Effective Time in a form acceptable to conform to Exhibit BParent and the Shareholders' Agent (as defined in Section 10.1), acting on behalf of and for the Merger Shareholders;
(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 who are directors and officers of Merger Sub immediately prior to the Effective TimeClosing and Xxxxxxx Xxxxxx, who shall be both a director and officer of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Acuson Corp)
Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent prior to the Effective Time:
(a) the Certificate of Incorporation of the Surviving Corporation shall be amended and restated as of immediately after the Effective Time to conform to Exhibit EXHIBIT B;
(b) the Bylaws of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to the Bylaws of Merger Acquisition 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 who are directors and officers of Merger Acquisition Sub immediately prior to the Effective Time.
Appears in 1 contract
Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent prior to the Effective Time:
(a) subject to Section 5.4(b), the Certificate certificate of Incorporation incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to Exhibit BC;
(b) subject to Section 5.4(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 who are the directors and officers of Merger Sub immediately prior to the Effective Time, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may be.
Appears in 1 contract
Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent prior to the Effective Time:
(aA) the Certificate of Incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to Exhibit B;
(bB) 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
(cC) the directors and officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are directors and officers of Merger Sub immediately prior to the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Consilium Inc)
Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent prior to the Effective Time:
(a) the Certificate of Incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to Exhibit BA;
(b) the Bylaws of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to the Bylaws of Merger Acquisition 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 who are directors and officers of Merger Acquisition Sub immediately prior to the Effective Time.
Appears in 1 contract
Samples: Merger Agreement (Exegenics 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 to conform to Exhibit B;
(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 respective individuals who are directors and officers of Merger Sub immediately prior to the Effective Time.
Appears in 1 contract
Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent prior to the Effective Time:
(a) the Certificate of Incorporation of the Surviving Corporation shall be amended and restated as of immediately after the Effective Time in a form acceptable to conform to Exhibit BParent;
(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 respective individuals who are directors and officers of Merger Sub immediately prior to the Effective Time.
Appears in 1 contract
Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent prior to the Effective Time:
(a) the Certificate of Incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time to substantially conform to Exhibit Bthe 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 substantially conform to the Bylaws of Merger Sub as in effect immediately prior to the Effective Time; and
(c) the directors and officers of Merger Sub immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are directors and officers of Merger Sub immediately prior to the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cypress Bioscience Inc)
Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent 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 to substantially conform to Exhibit B;
(b) the Bylaws certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time; the bylaws of the Surviving Corporation shall be amended and restated as of the Effective Time to substantially conform to the Bylaws 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 respective individuals who are directors and officers of Merger Sub immediately prior to the Effective Time.
Appears in 1 contract
Samples: Merger Agreement (Exelixis Inc)
