Certificate of Incorporation and Bylaws of the Surviving Entity Sample Clauses

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).
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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.
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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.
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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.
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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.
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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.
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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.
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Related to Certificate of Incorporation and Bylaws of the Surviving Entity

  • Certificate of Incorporation and Bylaws of the Surviving Corporation (a) The certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended in the Merger to be in the form of Exhibit A hereto and, as so amended, such certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided therein or by applicable Law.

  • Articles of Incorporation and Bylaws of the Surviving Corporation At the Effective Time, (i) the Articles of Incorporation of Company as in effect immediately prior to the Effective Time shall be the Articles of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Articles of Incorporation, and (ii) the Bylaws of Company as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by law, the Articles of Incorporation of the Surviving Corporation and such Bylaws.

  • Certificate of Incorporation and By-laws of the Surviving Corporation (a) At the Effective Time, 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 in accordance with the provisions thereof and applicable Law.

  • Certificate of Incorporation and Bylaws The Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation of its Certificate of Incorporation or Bylaws. Prior to the consummation of a Business Combination, the Company will not amend its Certificate of Incorporation without the prior written consent of EBC.

  • Certificate of Incorporation and By Laws of the Surviving Corporation

  • Certificate of Incorporation and Bylaws; Records (a) The Company has delivered to Parent accurate and complete copies of: (i) the Company’s certificate of incorporation and bylaws, including all amendments thereto and each as so delivered is in full force and effect and in compliance with applicable Law; (ii) the stock records of the Company; and (iii) the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the board of directors of the Company and all committees of the board of directors of the Company. There have been no formal meetings or other proceedings of the board of directors of the Company or any committee of the board of directors of the Company that are not fully reflected in such minutes or other records. There has not been any violation of any of the provisions of the Company’s certificate of incorporation or bylaws, and the Company has not taken any action that is inconsistent in any material respect with any resolution adopted by the Company’s board of directors or any committee of the Company’s board of directors. The books of account, stock records, minute books and other records of the Company are accurate, up-to-date and complete in all material respects and have been maintained in accordance with customary business practices.

  • Articles of Incorporation and Bylaws (a) The articles of incorporation of the Company in effect immediately prior to the Effective Time shall be the articles of incorporation of the Surviving Corporation until duly amended or repealed.

  • Certificate of Incorporation of the Surviving Corporation The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation.

  • Certificate of Incorporation and By-Laws The Company has heretofore furnished to Parent a complete and correct copy of the Certificate of Incorporation and the By-laws or equivalent organizational documents, each as amended to date, of the Company and each Subsidiary. Such Certificates of Incorporation, By-laws or equivalent organizational documents are in full force and effect. Neither the Company nor any Subsidiary is in violation of any of the provisions of its Certificate of Incorporation, By-laws or equivalent organizational documents.

  • Articles of Incorporation and Bylaws; Records The Company has delivered to Parent accurate and complete copies of: (1) the Company's articles of incorporation and bylaws, including all amendments thereto; (2) the stock records of the Company; and (3) except as set forth in Part 2.2 of the Disclosure Schedule, the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the shareholders of the Company, the board of directors of the Company and all committees of the board of directors of the Company. There have been no formal meetings or other proceedings of the shareholders of the Company, the board of directors of the Company or any committee of the board of directors of the Company that are not fully reflected in such minutes or other records. There has not been any violation of any of the provisions of the Company's articles of incorporation or bylaws, and the Company has not taken any action that is inconsistent in any material respect with any resolution adopted by the Company's shareholders, the Company's board of directors or any committee of the Company's board of directors. The books of account, stock records, minute books and other records of the Company are accurate, up-to-date and complete in all material respects, and have been maintained in accordance with prudent business practices.

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