Certificate of Incorporation and Bylaws of Surviving Corporation. (a) The Certificate of Incorporation of Merger Sub as in effect immediately prior to the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation; provided, however, that the name of the Surviving Corporation shall be the Company's current name.
Certificate of Incorporation and Bylaws of Surviving Corporation. (a) At the Effective Time, the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended and restated in its entirety in the form set forth as Annex I to EXHIBIT B to this Agreement, and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation from and after the Effective Time until thereafter amended as provided by law and such certificate of incorporation and bylaws of the Surviving Corporation.
Certificate of Incorporation and Bylaws of Surviving Corporation. (a) The Certificate of Incorporation of the Company in effect at the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation.
Certificate of Incorporation and Bylaws of Surviving Corporation. At the Effective Time, (a) the certificate of incorporation of Sub shall be the certificate of incorporation of the Surviving Corporation until altered, amended or repealed as provided in the Illinois Statute; (b) the bylaws of Sub shall become the bylaws of the Surviving Corporation until altered, amended or repealed as provided in the Illinois Statute or in the certificate of incorporation or bylaws of the Surviving Corporation; (c) the directors of Sub shall become the initial directors of the Surviving Corporation, such directors to hold office from the Effective Time until their respective successors are duly elected or appointed as provided in the certificate of incorporation and bylaws of the Surviving Corporation; and (d) the officers of the Company shall continue as the officers of the Surviving Corporation until such time as their respective successors are duly elected as provided in the bylaws of the Surviving Corporation.
Certificate of Incorporation and Bylaws of Surviving Corporation. (a) At the Effective Time, the Certificate of Incorporation of Company as in effect immediately prior to the Effective Time shall be the Certificate of Incorporation of Surviving Corporation from and after the Effective Time until thereafter changed or amended as provided therein or by applicable Delaware Law.
Certificate of Incorporation and Bylaws of Surviving Corporation. The certificate of incorporation of Parent, as in effect immediately prior to the Effective Time, shall become and remain the certificate of incorporation of Surviving Corporation until amended in accordance with Applicable Law. The bylaws of Parent, as in effect immediately prior to the Effective Time, shall become and remain the bylaws of Surviving Corporation until amended in accordance with Applicable Law.
Certificate of Incorporation and Bylaws of Surviving Corporation. The certificate of incorporation of Dreyer's shall be amended to read in its entirety as the certificate of incorporation of Merger Sub, in effect immediately prior to the Effective Time. The bylaws of Dreyer's shall be amended to read in its entirety as the bylaws of Merger Sub in effect immediately prior to the Effective Time, until thereafter changed or amended as provided therein or by applicable Law.
Certificate of Incorporation and Bylaws of Surviving Corporation. At the Effective Time: (i) the certificate of incorporation of the Surviving Corporation shall be amended and restated to be identical to the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time, until thereafter amended in accordance with the DGCL and as provided in such certificate of incorporation, provided, however, that the certificate of incorporation of the Surviving Corporation shall be amended to change the name of the Surviving Corporation to “Wheels Labs, Inc.”; (i) the bylaws of Merger Sub as in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation as of the Effective Time until thereafter amended in accordance with the DGCL and as provided in the certificate of incorporation of the Surviving Corporation and such bylaws.
Certificate of Incorporation and Bylaws of Surviving Corporation. (a) At the Effective Time, the Certificate of Incorporation of IMNT, as in effect immediately before the Effective Time, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided by law and such certificate of incorporation and the bylaws of the Surviving Corporation.
Certificate of Incorporation and Bylaws of Surviving Corporation. At the Effective Time, (i) the Certificate of Incorporation of the Company shall be amended so as to read in its entirety in the form set forth as EXHIBIT E hereto, and, as so amended, until thereafter and further amended as provided therein and under the DGCL, it shall be the Certificate of Incorporation of the Surviving Corporation, and (ii) the Bylaws of Merger Sub in effect immediately before the Effective Time shall become the Bylaws of the Surviving Corporation until altered, amended or repealed as provided under the DGCL or in the Certificate of Incorporation or Bylaws of the Surviving Corporation.
