Certificate of Incorporation and Bylaws; Officers and Directors. Unless otherwise jointly determined by Parent and the Company prior to the Effective Time:
Certificate of Incorporation and Bylaws; Officers and Directors. (a) The Certificate of Incorporation of the Sub, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law.
Certificate of Incorporation and Bylaws; Officers and Directors. (a) At the Effective Time, the Certificate of Incorporation of Sub, as in effect immediately prior to the Effective Time, shall be the Restated Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law; provided, however, that the Certificate of Incorporation shall provide that the Surviving Corporation shall initially be named "Barrxxx Xxxources Corporation" and shall contain indemnification provisions consistent with the obligations set forth in Section 7.9(a).
Certificate of Incorporation and Bylaws; Officers and Directors. At the Effective Time, the certificate of incorporation and bylaws of the Surviving Corporation shall be amended and restated in their entirety in the form of the certificate of incorporation and bylaws, respectively, of the Merger Sub as in effect immediately prior to the Effective Time, and as amended shall be the certificate of incorporation and bylaws, respectively, of the Surviving Corporation until thereafter amended as provided therein and under the DGCL, and the directors and officers of the Surviving Corporation shall be the directors and officers of Merger Sub immediately prior to the Effective Time.
Certificate of Incorporation and Bylaws; Officers and Directors. Copies of the Certificate of Incorporation and Bylaws of NuTool, complete and correct as of the date of this Agreement, have been delivered to ASM. The Disclosure Schedule contains a complete and accurate list of the directors and officers (with an identification of the offices held) of NuTool.
Certificate of Incorporation and Bylaws; Officers and Directors. Copies of the Certificate or Articles of Incorporation, as the case may be, and Bylaws of GPP, GPPD and GPPW, and copies of the Certificate of Formation and Operating Agreement of LLC, complete and correct as of the date of this Agreement, have been delivered to Brigxx. Xxe Disclosure Schedule contains complete and accurate list of the directors and officers (with an identification of the offices held) of GPP.
Certificate of Incorporation and Bylaws; Officers and Directors. (a) The Certificate of Incorporation of the Company shall be amended and restated at the Effective Time in a form identical to the Certificate of Incorporation of Sub as in effect immediately prior to the Effective Time (except for such differences as are required by Applicable Law), and as amended and restated shall be the Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by the DGCL.
