Certificate of Incorporation and Bylaws; Directors and Officers. (a) As of the Effective Time, the certificate of incorporation of the Company shall by virtue of the Merger and without any further action, be amended and restated to read in its entirety as set forth on Annex II and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Legal Requirements, subject to Section 6.5(a).
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Computer Task Group Inc), Agreement and Plan of Merger (Cti Biopharma Corp), Agreement and Plan of Merger (Cti Biopharma Corp)
Certificate of Incorporation and Bylaws; Directors and Officers. (a) As of the Effective Time, the certificate of incorporation of the Company shall shall, by virtue of the Merger and without any further action, be amended and restated to read in its entirety as set forth on Annex II and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Legal Requirements, subject to Section 6.5(a).
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Stemline Therapeutics Inc), Agreement and Plan of Merger (Forty Seven, Inc.), Agreement and Plan of Merger (Gilead Sciences Inc)
Certificate of Incorporation and Bylaws; Directors and Officers. (a) As of the Effective Time, the certificate of incorporation of the Company shall by virtue of the Merger and without any further action, be amended and restated to read in its entirety as set forth on Annex II I and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Legal Requirements, subject to Section 6.5(a5.5(a).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Mirati Therapeutics, Inc.), Agreement and Plan of Merger (Mirati Therapeutics, Inc.), Agreement and Plan of Merger (IVERIC Bio, Inc.)
Certificate of Incorporation and Bylaws; Directors and Officers. (a) As of the Effective Time, the certificate of incorporation of the Company shall shall, by virtue of the Merger and without any further action, be amended and restated to read in its entirety as set forth on Annex II and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Legal Requirements, subject to Section 6.5(aSection 6.05(a).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gilead Sciences, Inc.), Agreement and Plan of Merger (Gilead Sciences Inc)
Certificate of Incorporation and Bylaws; Directors and Officers. (a) As of the Effective Time, the certificate of incorporation of the Company shall by virtue of the Merger and without any further action, be amended and restated to read in its entirety as set forth on Annex II III and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Legal Requirements, subject to Section 6.5(a6.4(a).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Allergan PLC), Agreement and Plan of Merger (Tobira Therapeutics, Inc.)
Certificate of Incorporation and Bylaws; Directors and Officers. (a) As of the Effective Time, the certificate of incorporation of the Company shall shall, by virtue of the Merger and without any further action, be amended and restated to read in its entirety as set forth on Annex II and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Legal Requirements, subject to Section 6.5(a6.05(a).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CymaBay Therapeutics, Inc.), Agreement and Plan of Merger (Immunomedics Inc)
Certificate of Incorporation and Bylaws; Directors and Officers. (a) As of At the Effective Time, the certificate Certificate of incorporation Incorporation of the Company shall by virtue of the Merger and without any further action, be amended and restated to read in its entirety to contain the provisions of the Certificate of Incorporation of Merger Sub as set forth on Annex II in effect immediately prior to the Effective Time, except for Article One of the Certificate of Incorporation of the Company, which shall not be amended unless otherwise agreed to by the parties hereto, and, as so amended and restated, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation Corporation, until thereafter changed or amended as provided therein or by in accordance with applicable Legal Requirements, subject to Section 6.5(a).law;
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (TEKMIRA PHARMACEUTICALS Corp), Agreement and Plan of Merger and Reorganization (TEKMIRA PHARMACEUTICALS Corp)
Certificate of Incorporation and Bylaws; Directors and Officers. (a) As At the Effective Time and by virtue of the Effective TimeMerger, the certificate Certificate of incorporation Incorporation of the Company shall by virtue of the Merger and without any further action, be amended and restated to read in its entirety in the form attached hereto as set forth on Annex II and, Exhibit B and as so amended and restated, restated shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by and/or restated in accordance with its terms and any applicable Legal Requirements, subject to Section 6.5(a).
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Certificate of Incorporation and Bylaws; Directors and Officers. (a) As of the Effective Time, the certificate of incorporation of the Company shall by virtue of the Merger and without any further action, be amended and restated to read in its entirety as set forth on Annex II and, as so amended and restated, shall be the The certificate of incorporation of the Surviving Corporation Entity shall be amended and restated as of the Effective Time to conform to the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time, until thereafter changed or amended as provided therein or by applicable Legal Requirements, subject to Section 6.5(a)Laws and as provided in such certificate of incorporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (PTC Therapeutics, Inc.)
Certificate of Incorporation and Bylaws; Directors and Officers. (a) As of At the Effective Time, the certificate of incorporation of the Company shall by virtue be amended as a result of the Merger and without any further action, be amended and restated so as to read in its entirety as set forth on Annex II in Exhibit C, and, as so amended and restatedamended, shall be the certificate of incorporation of the Surviving Corporation from and after the Effective Time, until thereafter changed or amended as provided therein or by applicable Legal Requirements, subject to Section 6.5(a)Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Nile Therapeutics, Inc.)
Certificate of Incorporation and Bylaws; Directors and Officers. (a) As of the Effective Time, the certificate of incorporation of the Company shall by virtue of the Merger and without any further action, be amended and restated to read in its entirety as set forth on Annex II and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Legal Requirements, subject to the requirements set forth in Section 6.5(a).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dicerna Pharmaceuticals Inc)
Certificate of Incorporation and Bylaws; Directors and Officers. (a) As of the Effective Time, the certificate of incorporation of the Company shall by virtue of the Merger and without any further action, be amended and restated to read in its entirety as set forth on Annex II and, as so amended and restated, shall be the The certificate of incorporation of the Surviving Corporation Entity shall be amended and restated as of the Effective Time to read as set forth on Exhibit A to the Certificate of Merger, until thereafter changed or amended as provided therein or by applicable Legal Requirements, subject to Section 6.5(a)Laws and as provided in such certificate of incorporation.
Appears in 1 contract
Certificate of Incorporation and Bylaws; Directors and Officers. (a) As of the Effective Time, the certificate of incorporation of the Company shall by virtue of the Merger and without any further action, be amended and restated to read in its entirety as set forth on Annex II III and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Legal Requirements, subject to Section 6.5(a).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Alder Biopharmaceuticals Inc)
Certificate of Incorporation and Bylaws; Directors and Officers. (ak) As of the Effective Time, the certificate of incorporation of the Company shall by virtue of the Merger and without any further action, be amended and restated to read in its entirety as set forth on Annex II I and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Legal Requirements, subject to Section 6.5(a).
Appears in 1 contract
Certificate of Incorporation and Bylaws; Directors and Officers. (a) As of the Effective Time, the certificate of incorporation of the Company shall by virtue of the Merger and without any further action, be amended and restated to read in its entirety as set forth on Annex II and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Legal Requirements, subject to Section 6.5(a6.4(a).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Intercept Pharmaceuticals, Inc.)
Certificate of Incorporation and Bylaws; Directors and Officers. (a) As of the Effective Time, the certificate of incorporation of the Company shall Surviving Corporation shall, by virtue of the Merger and without any further action, be amended and restated to read in its entirety as set forth on Annex II I and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Legal Requirements, subject to Section 6.5(a6.3(b).
Appears in 1 contract
