Certificate of Incorporation and Bylaws of the Surviving Entity. The certificate of incorporation and the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation and the bylaws of the Surviving Entity until thereafter changed or amended as provided therein or by applicable Law (as defined in Section 3.1 hereof).
Certificate of Incorporation and Bylaws of the Surviving Entity. The Certificate of Incorporation and Bylaws of FFI, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation and Bylaws of FFI, as the surviving corporation of the Merger, until either is thereafter amended in accordance with applicable law.
Certificate of Incorporation and Bylaws of the Surviving Entity. Section 2.1 Certificate of Incorporation of the Surviving Entity. As of the Effective Time, the certificate of incorporation of Xxxxxx in effect immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Entity, until duly amended in accordance with applicable law.
Certificate of Incorporation and Bylaws of the Surviving Entity. As of the Effective Time, the Certificate of Incorporation of the Company shall be amended as set forth in Exhibit A and, as so amended, shall be the certificate of incorporation of the Surviving Entity, until duly amended in accordance with the provisions thereof and the DGCL. The Bylaws of the Company shall be the bylaws of the Surviving Entity, until duly amended in accordance with the provisions thereof and the DGCL.
Certificate of Incorporation and Bylaws of the Surviving Entity. (a) Certificate of Incorporation. As of the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub or Loop, the Articles of Incorporation of Merger Sub as in effect immediately prior to the Effective Time shall be the Articles of Incorporation of the Surviving Entity until thereafter amended in accordance with the DGCL.
Certificate of Incorporation and Bylaws of the Surviving Entity. At the Second Step Merger Effective Time, by virtue of the Second Step Merger and without any action on the part of the First Step Surviving Corporation or the Successor Sub, the certificate of incorporation of the Surviving Entity shall be amended and restated to read the same as the certificate of incorporation of Successor Sub, as in effect immediately prior to the Second Step Merger Effective Time, subject to Section 5.9, except the references to Successor Sub’s name shall be replaced by references to “Heathland Holding Inc.,” until thereafter amended in accordance with the DGCL and such certificate of incorporation. As of the Second Step Merger Effective Time, by virtue of the Second Step Merger and without any action on the part of the First Step Surviving Corporation or Successor Sub, the bylaws of the Surviving Entity shall be amended and restated to read the same as the bylaws of Successor Sub, as in effect immediately prior to the Second Step Merger Effective Time, subject to Section 5.9, except the references to Successor Sub’s name shall be replaced by references to “Heathland Holding Inc.,” until thereafter amended in accordance with the DGCL, the certificate of incorporation of the Surviving Entity and such bylaws.
Certificate of Incorporation and Bylaws of the Surviving Entity. (a) Without limiting Section 7.8(a), the certificate of incorporation of SpinCo shall, by virtue of the Merger, be amended and restated in its entirety to read as mutually agreed by the Parties in good faith, which shall be consistent with the applicable terms of the Governance Term Sheet and rename the Surviving Entity the name set forth on Section 2.4(a) of the Merger Partner Disclosure Schedule (the “SpinCo Certificate of Incorporation”), and as so amended and restated shall be the certificate of incorporation of the Surviving Entity until amended in accordance with the SpinCo Certificate of Incorporation and applicable Law.
