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 read as set forth in Exhibit B. (b) The Bylaws of the Surviving Corporation shall be amended and restated as of the Effective Time to read as set forth in Exhibit C. (c) The directors and officer 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 4 contracts
Samples: Merger Agreement (Opnext Inc), Merger Agreement (Oclaro, Inc.), Merger Agreement (Avanex Corp)
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 read as set forth in on Exhibit B.B;
(b) The Bylaws bylaws of Merger Sub in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation shall be amended and restated as of the Effective Time to read as set forth in Exhibit C.Corporation; and
(c) The directors and officer 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 (Symyx Technologies Inc), Merger Agreement (Symyx Technologies Inc), Merger Agreement (Symyx Technologies Inc)
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 read as set forth in on Exhibit B.B;
(b) The Bylaws of the Surviving Corporation shall be amended and restated as of immediately after the Effective Time to read as set forth in on Exhibit C.C; and
(c) The directors and officer 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 3 contracts
Samples: Merger Agreement (Applied Genetic Technologies Corp), Merger Agreement (La Jolla Pharmaceutical Co), Merger Agreement (Tetraphase Pharmaceuticals Inc)
Certificate of Incorporation and Bylaws; Directors and Officers. (a) The Certificate of Incorporation of the Surviving Corporation shall be amended and restated immediately after in its entirety as of the Effective Time to read as set forth in conform to Exhibit B.
(b) The Bylaws of the Surviving Corporation shall be amended and restated as of the Effective Time to read conform to the Bylaws of Merger Sub as set forth in Exhibit C.effect immediately prior to the Effective Time.
(c) The directors and officer 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 Timeidentified on Schedule 1.4.
Appears in 3 contracts
Samples: Merger Agreement (Quest Software Inc), Merger Agreement (Quest Software Inc), Merger Agreement (Quest Software Inc)
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 read as set forth in on Exhibit B.B;
(b) The Bylaws of the Surviving Corporation shall be amended and restated as of immediately after the Effective Time to conform to read as set forth in on Exhibit C.C; and
(c) The directors and officer 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: Agreement and Plan of Merger (Allos Therapeutics Inc), Merger Agreement (Spectrum Pharmaceuticals Inc)
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 read as set forth in Exhibit B.
(b) The Bylaws of the Surviving Corporation shall be amended and restated as of the Effective Time to read as set forth in Exhibit C.
(c) The directors and officer officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are directors persons serving as the Chief Executive Officer and officers the Chief Financial Officer of Merger Sub the Company immediately prior to the Effective Time.
Appears in 2 contracts
Samples: Merger Agreement (Broadcast International Inc), Merger Agreement (Alldigital Holdings, Inc.)
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 read as set forth in on Exhibit B.B;
(b) The Bylaws of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to read as set forth in on Exhibit C.C; and
(c) The directors and officer 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 (Accelrys, Inc.), Merger Agreement (Accelrys, Inc.)
Certificate of Incorporation and Bylaws; Directors and Officers. (a) The Certificate of Incorporation of the Surviving Corporation shall be amended and restated immediately after in its entirety as of the Effective Time to read as set forth in conform to Exhibit B.C.
(b) The Bylaws of the Surviving Corporation shall be amended and restated as of the Effective Time to read conform to the Bylaws of Merger Sub as set forth in Exhibit C.effect immediately prior to the Effective Time.
(c) The directors and officer 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 Timeidentified on Schedule 1.4.
Appears in 2 contracts
Samples: Merger Agreement (Conexant Systems Inc), Merger Agreement (Acquicor Technology Inc)
Certificate of Incorporation and Bylaws; Directors and Officers. (a) The Certificate of Incorporation of the Surviving Corporation shall be amended and restated immediately after at the Effective Time to read in its entirety as set forth in on Exhibit B.B;
(b) The Bylaws of the Surviving Corporation shall be amended and restated as of at the Effective Time to read in their entirety as set forth in on Exhibit C.C; and
(c) The directors and officer 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 (AutoWeb, Inc.), Employment Agreement (AutoWeb, Inc.)
Certificate of Incorporation and Bylaws; Directors and Officers. At the Effective Time:
(a) The the Certificate of Incorporation of the Surviving Corporation shall be amended and restated immediately after the Effective Time to read as set forth in Exhibit B.
(b) The Bylaws of the Surviving Corporation shall be amended and restated as of the Effective Time to read conform to Exhibit B;
(b) the bylaws of the Surviving Corporation shall be amended and restated as set forth in of the Effective Time to conform to Exhibit C.C; and
(c) The the directors and officer officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are designated as directors and officers on Part 2.4(c) of Merger Sub immediately prior to the Effective TimeCompany Disclosure Schedule.
Appears in 2 contracts
Samples: Merger Agreement (Merck & Co., Inc.), Merger Agreement (Immune Design Corp.)
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 read as set forth in on Exhibit B.B;
(b) The Bylaws of the Surviving Corporation shall be amended and restated as of immediately after the Effective Time to read as set forth in on Exhibit C.C; and
(c) The directors and officer 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 (Tetraphase Pharmaceuticals Inc), Merger Agreement (Acelrx Pharmaceuticals Inc)
Certificate of Incorporation and Bylaws; Directors and Officers. (a) The Certificate of Incorporation of the Surviving Corporation shall be amended and restated immediately after at the Effective Time to read as set forth in on Exhibit B.B;
(b) The Bylaws of the Surviving Corporation shall be amended and restated as of at the Effective Time to read as set forth in on Exhibit C.C; and
(c) The directors and officer officers of the Surviving Corporation immediately after the Effective Time shall be as mutually agreed between the respective individuals who are directors Company and officers of Merger Sub immediately Parent prior to the Effective Time.
Appears in 2 contracts
Samples: Merger Agreement (Luna Innovations Inc), Merger Agreement (Advanced Photonix Inc)
Certificate of Incorporation and Bylaws; Directors and Officers. At the Effective Time:
(a) The the Certificate of Incorporation of the Surviving Corporation shall be amended and restated immediately after the Effective Time to read as set forth in conform to Exhibit B.B;
(b) The the Bylaws of the Surviving Corporation shall be amended and restated to conform to the Bylaws of Merger Sub as of in effect immediately prior to the Effective Time to read as set forth in Exhibit C.Time; and
(c) The unless otherwise determined by Parent prior to the Effective Time, the directors and officer 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 (Synopsys Inc), Merger Agreement (Nassda Corp)
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 read as set forth in on Exhibit B.B;
(b) The Bylaws of the Surviving Corporation shall be amended and restated as of immediately after the Effective Time to conform to read as set forth in on Exhibit C.C; and
(c) The directors and officer officers of the Surviving Corporation immediately after the Effective Time shall be as mutually agreed between the respective individuals who are directors Company and officers of Merger Sub immediately Parent prior to the Effective Time.
Appears in 2 contracts
Samples: Merger Agreement (Allos Therapeutics Inc), Merger Agreement (Amag Pharmaceuticals Inc.)
Certificate of Incorporation and Bylaws; Directors and Officers. At the Effective Time:
(a) The Certificate the certificate of Incorporation of the Surviving Corporation shall be amended and restated immediately after the Effective Time to read as set forth in Exhibit B.
(b) The Bylaws incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time to read conform to Exhibit B;
(b) the bylaws of the Surviving Corporation shall be amended and restated as set forth in of the Effective Time to conform to Exhibit C.C; and
(c) The the directors and officer 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 immediately prior to the Effective Timeon Schedule 1.4(c).
Appears in 1 contract
Certificate of Incorporation and Bylaws; Directors and Officers. At the Effective Time:
(a) The Certificate the certificate of Incorporation of the Surviving Corporation shall be amended and restated immediately after the Effective Time to read as set forth in Exhibit B.
(b) The Bylaws incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time to read conform to Exhibit C;
(b) the bylaws of the Surviving Corporation shall be amended and restated as set forth in of the Effective Time to conform to Exhibit C.D; and
(c) The the directors and officer 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 1 contract
Certificate of Incorporation and Bylaws; Directors and Officers. (a) The Certificate of Incorporation of the Surviving Corporation shall be amended and restated immediately after as of the Effective Time to read as set forth in conform to Exhibit B.
(b) 1.4. The Bylaws of the Surviving Corporation shall be amended and restated as of the Effective Time in a form acceptable to read as set forth in Exhibit C.
(c) Parent. The directors and officer 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 Timethose Persons designated by Parent in its sole discretion.
Appears in 1 contract
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 read as set forth in on Exhibit B.
B; (b) The Bylaws of the Surviving Corporation shall be amended and restated as of immediately after the Effective Time to read as set forth in on Exhibit C.
C; and (c) The directors and officer 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. At the Effective Time: (a) The the Company Certificate of Incorporation of the Surviving Corporation shall be amended and restated immediately after as of the Effective Time to read substantially in the form attached hereto as set forth in Exhibit B.
C; (b) The the Bylaws of the Surviving Corporation shall be amended and restated as of the Effective Time to read substantially in the form attached hereto as set forth in Exhibit C.
D; and (c) The the directors and officer officers of the Surviving Corporation immediately after the Effective Time shall be the respective those individuals who are directors and officers of Merger Sub immediately prior to the Effective Timedesignated by Parent in its sole discretion.
Appears in 1 contract
