Certificate of Incorporation and Bylaws; Directors. Unless otherwise jointly determined by Parent and the Company prior to the Effective Time: (a) subject to Section 4.11, the Certificate of Incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to the Certificate of Incorporation of Acquisition Sub as in effect immediately prior to the Effective Time; (b) subject to Section 4.11, the Bylaws of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to the Bylaws of 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 Acquisition Sub immediately prior to the Effective Time.
Appears in 3 contracts
Samples: Merger Agreement (American Coin Merchandising Inc), Merger Agreement (American Coin Merchandising Inc), Merger Agreement (American Coin Merchandising Inc)
Certificate of Incorporation and Bylaws; Directors. Unless otherwise jointly determined by Parent and the Company prior to the Effective Time:
(a) subject to Section 4.11, the Certificate of Merger shall include such amendments, schedules or supplements as may be required under the TBCA to provide that the Articles of Incorporation of the Surviving Corporation shall be amended from and restated as of after the Effective Time to conform to shall be, or be the Certificate same as, the Articles of Incorporation of Acquisition Merger Sub as in effect immediately prior to the Effective Time; provided, however, that the name of the Surviving Corporation shall be Lancer Corporation;
(b) subject to Section 4.11, the Bylaws of the Surviving Corporation shall be amended and restated as of immediately after the Effective Time to conform to shall be the Bylaws of Acquisition the 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 Acquisition Merger Sub immediately prior to the Effective Time.
Appears in 3 contracts
Samples: Merger Agreement (Hoshizaki America, Inc.), Merger Agreement (Lancer Corp /Tx/), Merger Agreement (Lancer Corp /Tx/)
Certificate of Incorporation and Bylaws; Directors. Unless otherwise jointly determined by Parent and the Company prior to the Effective Time:
(a) subject to Section 4.11, the Certificate of Incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to the Certificate of Incorporation of Acquisition Sub as in effect immediately prior to the Effective TimeSub;
(b) subject to Section 4.115.10(a), the Bylaws of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to the Bylaws of 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 Acquisition Sub immediately prior to the Effective Time.
Appears in 2 contracts
Samples: Merger Agreement (Acer Inc), Merger Agreement (Gateway Inc)
Certificate of Incorporation and Bylaws; Directors. Unless otherwise jointly determined by Parent and the Company prior to the Effective Time:
(a) subject to Section 4.115.10(a), the Certificate of Incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to the Certificate certificate of Incorporation incorporation of Acquisition Sub as in effect immediately prior to the Effective TimeSub;
(b) subject to Section 4.115.10(a), the Bylaws bylaws of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to the Bylaws bylaws of 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 Acquisition Sub immediately prior to the Effective Time.
Appears in 2 contracts
Samples: Merger Agreement (Schneider Electric Sa), Merger Agreement (Bei Technologies Inc)
Certificate of Incorporation and Bylaws; Directors. Unless otherwise jointly determined by Parent and the Company prior to the Effective Time:
(a) subject to Section 4.11, the Certificate of Incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to the Certificate of Incorporation of Acquisition Sub as in effect immediately prior to the Effective TimeExhibit B;
(b) subject to Section 4.115.10(a), the Bylaws of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to the Bylaws of 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 Acquisition Sub immediately prior to the Effective Time.
Appears in 1 contract
