Common use of Certificate of Incorporation; By-laws; Directors and Officers Clause in Contracts

Certificate of Incorporation; By-laws; Directors and Officers. (a) The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, attached as Exhibit B hereto, as amended by the Certificate of Merger, shall be the Certificate of Incorporation of the Surviving Corporation from and after the Effective Time until amended in accordance with applicable law and such Certificate of Incorporation. (b) The By-laws of the Company, as in effect immediately prior to the Effective Time, attached as Exhibit C hereto, shall be the By-laws of the Surviving Corporation from and after the Effective Time until amended in accordance with applicable law, the Certificate of Incorporation of the Surviving Corporation and such By-laws. (c) The directors and officers listed in Exhibit D hereto shall be the directors and officers of the Surviving Corporation and Parent, and each shall hold his respective office or offices from and after the Effective Time until his successor shall have been elected and shall have qualified in accordance with applicable law, or as otherwise provided in the Certificate of Incorporation or By-laws of the Surviving Corporation or the Certificate of Incorporation or By-laws of Parent, as the case may be.

Appears in 5 contracts

Samples: Merger Agreement (InZon CORP), Merger Agreement (interCLICK, Inc.), Merger Agreement (Beacon Energy Holdings, Inc.)

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Certificate of Incorporation; By-laws; Directors and Officers. (a) The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, attached as Exhibit B hereto, as amended by the Certificate of Merger, shall be the Certificate of Incorporation of the Surviving Corporation from and after the Effective Time until further amended in accordance with applicable law and such Certificate of Incorporationlaw. (b) The By-laws of the Company, as in effect immediately prior to the Effective Time, attached as Exhibit C hereto, shall be the By-laws of the Surviving Corporation from and after the Effective Time until amended in accordance with applicable law, the Certificate of Incorporation of the Surviving Corporation and such By-laws. (c) The directors directors, officers and officers key employees listed in Exhibit D hereto shall be the directors directors, officers and officers key employees of the Surviving Corporation and ParentCorporation, and each shall hold his respective office or offices from and after the Effective Time until his successor shall have been elected and shall have qualified in accordance with applicable law, or as otherwise provided in the Certificate of Incorporation or By-laws of the Surviving Corporation or the Certificate of Incorporation or By-laws of Parent, as the case may beCorporation.

Appears in 4 contracts

Samples: Merger Agreement (Western Exploration Inc.), Merger Agreement (Electro Energy Inc), Merger Agreement (Electro Energy Inc)

Certificate of Incorporation; By-laws; Directors and Officers. (a) The Unless otherwise determined by the Purchaser before the Effective Time, at the Effective Time the Certificate of Incorporation of the CompanyPurchaser, as in effect immediately prior to before the Effective Time, attached as Exhibit B hereto, as amended by the Certificate of Merger, shall be the Certificate of Incorporation of the Surviving Corporation from and after the Effective Time until thereafter amended in accordance with applicable as provided by law and such Certificate of Incorporation. (b) The By-laws Laws of the CompanyPurchaser, as in effect immediately prior to before the Effective Time, attached as Exhibit C hereto, shall be the By-laws Laws of the Surviving Corporation from and after the Effective Time until thereafter amended in accordance with applicable as provided by law, the Certificate of Incorporation of the Surviving Corporation and such By-lawsLaws. (c) The directors and officers listed in Exhibit D hereto shall of the Purchaser immediately before the Effective Time will be the initial directors of the Surviving Corporation, and the officers of the Company immediately before the Effective Time will be the initial officers of the Surviving Corporation Corporation, in each case until their successors are elected or appointed and Parentqualified. If, and each shall hold his respective office or offices from and after at the Effective Time until his successor Time, a vacancy shall have been elected and shall have qualified exist on the Board of Directors or in accordance with applicable law, or as otherwise provided in the Certificate of Incorporation or By-laws any office of the Surviving Corporation or Corporation, such vacancy may thereafter be filled in the Certificate of Incorporation or By-laws of Parent, as the case may bemanner provided by law.

Appears in 3 contracts

Samples: Merger Agreement (Olivetti S P A), Agreement and Plan of Merger (Cellular Communications International Inc), Merger Agreement (Cellular Communications International Inc)

Certificate of Incorporation; By-laws; Directors and Officers. (a) The Certificate Articles of Incorporation of the Company, as in effect immediately prior to the Effective Time, attached as Exhibit B hereto, as amended by the Certificate of Merger, shall be the Certificate Articles of Incorporation of the Surviving Corporation from and after the Effective Time until amended in accordance with applicable law and such Certificate Articles of Incorporation. (b) The By-laws Laws of the Company, as in effect immediately prior to the Effective Time, attached as Exhibit C hereto, shall be the By-laws Laws of the Surviving Corporation from and after the Effective Time until amended in accordance with applicable law, the Certificate Articles of Incorporation of the Surviving Corporation and such By-lawsLaws. (c) The directors and officers listed in Exhibit D hereto of the Parent prior to the Closing Date shall be the directors and officers of the Surviving Corporation and Parent, and each shall hold Parent subsequent to the Closing Date until his or her respective office or offices from and after the Effective Time until his or her successor shall have been elected and shall have qualified in accordance with applicable law, or as otherwise provided in the Certificate Articles of Incorporation or By-laws Laws of the Surviving Corporation or the Certificate of Incorporation or By-laws Laws of Parent, as the case may be.

Appears in 2 contracts

Samples: Merger Agreement (Bullfrog Gold Corp.), Merger Agreement (Bullfrog Gold Corp.)

Certificate of Incorporation; By-laws; Directors and Officers. (a) The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, attached as Exhibit B C hereto, as amended by the Certificate of Merger, shall be the Certificate of Incorporation of the Surviving Corporation from and after the Effective Time until amended in accordance with applicable law and such Certificate of Incorporation. (b) The By-laws Laws of the Company, as in effect immediately prior to the Effective Time, attached as Exhibit C D hereto, shall be the By-laws Laws of the Surviving Corporation from and after the Effective Time until amended in accordance with applicable law, the Certificate of Incorporation of the Surviving Corporation and such By-lawsLaws. (c) The directors and officers listed in Exhibit D E hereto shall be the directors and officers of the Surviving Corporation and Parent, and each shall hold his or her respective office or offices from and after the Effective Time until his or her successor shall have been elected and shall have qualified in accordance with applicable law, or as otherwise provided in the Certificate of Incorporation or By-laws Laws of the Surviving Corporation or the Certificate of Incorporation or By-laws Laws of Parent, as the case may be.

Appears in 2 contracts

Samples: Merger Agreement (Progressive Training, Inc.), Merger Agreement (Cherry Tankers Inc.)

Certificate of Incorporation; By-laws; Directors and Officers. (a) The Certificate From and after the Effective Time, the certificate of Incorporation incorporation of the CompanyCompany 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, attached as Exhibit B heretoexcept that the name of the Company, as amended by the Certificate of MergerSurviving Corporation, shall continue to be the Certificate of Incorporation of the Surviving Corporation from Segue Software, Inc. From and after the Effective Time until amended in accordance with applicable law and such Certificate of Incorporation. (b) The ByTime, the by-laws of the Company, Company shall be amended and restated to be identical to the by-laws of Merger Sub as in effect immediately prior to the Effective Time, attached until thereafter changed or amended as Exhibit C heretoprovided therein or by applicable Law. (b) From and after the Effective Time, the directors of Merger Sub shall be the Bydirectors of the Surviving Corporation and the officers of Merger Sub shall be the officers of the Surviving Corporation, in each case until their successors shall have been duly elected, appointed or qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and the by-laws of the Surviving Corporation from and after the Effective Time until amended in accordance with applicable law, the Certificate of Incorporation of the Surviving Corporation and such By-lawsCorporation. (c) The directors and officers listed in Exhibit D hereto shall be the directors and officers of the Surviving Corporation and Parent, and each shall hold his respective office or offices from and after the Effective Time until his successor shall have been elected and shall have qualified in accordance with applicable law, or as otherwise provided in the Certificate of Incorporation or By-laws of the Surviving Corporation or the Certificate of Incorporation or By-laws of Parent, as the case may be.

Appears in 2 contracts

Samples: Merger Agreement (Borland Software Corp), Merger Agreement (Segue Software Inc)

Certificate of Incorporation; By-laws; Directors and Officers. (a) The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, attached as Exhibit B hereto, as amended by the Certificate of Merger, shall be the Certificate of Incorporation of the Surviving Corporation from and after the Effective Time until amended in accordance with applicable law and such Certificate of Incorporation. (b) The By-laws Laws of the Company, as in effect immediately prior to the Effective Time, attached as Exhibit C D hereto, shall be the By-laws Laws of the Surviving Corporation from and after the Effective Time until amended in accordance with applicable law, the Certificate of Incorporation of the Surviving Corporation and such By-lawsLaws. (c) The directors and officers listed in Exhibit D E hereto shall be the directors and officers of the Surviving Corporation and Parent, and each shall hold his or her respective office or offices from and after the Effective Time until his or her successor shall have been elected and shall have qualified in accordance with applicable law, or as otherwise provided in the Certificate of Incorporation or By-laws Laws of the Surviving Corporation or the Certificate of Incorporation or By-laws Laws of Parent, as the case may be.

Appears in 2 contracts

Samples: Merger Agreement (Stratex Oil & Gas Holdings, Inc.), Merger Agreement (Magnolia Solar Corp)

Certificate of Incorporation; By-laws; Directors and Officers. (a) The Certificate of Incorporation of the Company, as Acquisition in effect immediately prior to at the Effective Time, attached as Exhibit B hereto, as amended by the Certificate of Merger, Time shall be the Certificate of Incorporation of the Surviving Corporation from and after (except that such Certificate of Incorporation shall be amended to provide that the Effective Time name of the Surviving Corporation shall be "ITDS, Inc."), until thereafter amended in accordance with applicable law the provisions thereof and such Certificate of Incorporation. (b) as provided by the Delaware GCL. The By-laws Laws of the Company, as Acquisition in effect immediately prior to at the Effective Time, attached as Exhibit C hereto, Time shall be the By-laws Laws of the Surviving Corporation from and after the Effective Time Corporation, until thereafter amended in accordance with applicable law, the provisions thereof and the Certificate of Incorporation of the Surviving Corporation and such By-lawsas provided by the Delaware GCL. (cb) The From and after the Effective Time and until their respective successors are duly elected or appointed and qualified, (i) the directors and officers listed in Exhibit D hereto of Acquisition at the Effective Time shall be the directors and officers of the Surviving Corporation and Parent, and each shall hold his respective office or offices from and after (ii) the officers of the Company at the Effective Time until his successor shall have been elected and shall have qualified in accordance with applicable law, or as otherwise provided in be the Certificate of Incorporation or By-laws officers of the Surviving Corporation or the Certificate of Incorporation or By-laws of Parent, as the case may beCorporation.

Appears in 2 contracts

Samples: Merger Agreement (International Telecommunication Data Systems Inc), Merger Agreement (Amdocs LTD)

Certificate of Incorporation; By-laws; Directors and Officers. (a) The Certificate Articles of Incorporation of the Company, as in effect immediately prior to the Effective Time, attached as Exhibit B C hereto, as amended by the Certificate Articles of Merger, shall be the Certificate Articles of Incorporation of the Surviving Corporation from and after the Effective Time until amended in accordance with applicable law and such Certificate Articles of Incorporation. (b) The By-laws of the Company, as in effect immediately prior to the Effective Time, attached as Exhibit C D hereto, shall be the By-laws of the Surviving Corporation from and after the Effective Time until amended in accordance with applicable law, the Certificate Articles of Incorporation of the Surviving Corporation and such By-laws. (c) The directors and officers listed in Exhibit D E hereto shall be the directors and officers of the Surviving Corporation and Parent, and each shall hold his respective office or offices from and after the Effective Time until his successor shall have been elected and shall have qualified in accordance with applicable law, or as otherwise provided in the Certificate Articles of Incorporation or By-laws of the Surviving Corporation or the Certificate of Incorporation or By-laws of Parent, as the case may be.

Appears in 2 contracts

Samples: Merger Agreement (KeyOn Communications Holdings Inc.), Merger Agreement (Greenleaf Forest Products, Inc.)

Certificate of Incorporation; By-laws; Directors and Officers. (a) The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, attached as Exhibit B hereto, as amended by the Certificate of Merger, shall be the Certificate of Incorporation of the Surviving Corporation from and after the Effective Time until amended in accordance with applicable law and such Certificate of Incorporation. (b) The By-laws Laws of the Company, as in effect immediately prior to the Effective Time, attached as Exhibit C hereto, shall be the By-laws Laws of the Surviving Corporation from and after the Effective Time until amended in accordance with applicable law, the Certificate of Incorporation of the Surviving Corporation and such By-lawsLaws. (c) The directors and officers listed in Exhibit D hereto shall be the directors and officers of the Surviving Corporation and Parent, and each shall hold his or her respective office or offices from and after the Effective Time until his or her successor shall have been elected and shall have qualified in accordance with applicable law, or as otherwise provided in the Certificate of Incorporation or By-laws Laws of the Surviving Corporation or the Certificate of Incorporation or By-laws Laws of Parent, as the case may be.

Appears in 1 contract

Samples: Merger Agreement (FTOH Corp)

Certificate of Incorporation; By-laws; Directors and Officers. (a) The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, attached as Exhibit B C hereto, as amended by the Certificate of Merger, shall be the Certificate of Incorporation of the Surviving Corporation from and after the Effective Time until amended in accordance with applicable law and such Certificate of Incorporation. (b) The By-laws of the Company, as in effect immediately prior to the Effective Time, attached as Exhibit C D hereto, shall be the By-laws of the Surviving Corporation from and after the Effective Time until amended in accordance with applicable law, the Certificate of Incorporation of the Surviving Corporation and such By-laws. (c) The directors and officers listed in Exhibit D E hereto shall be the directors and officers of the Surviving Corporation and Parent, and each shall hold his respective office or offices from and after the Effective Time until his successor shall have been elected and shall have qualified in accordance with applicable law, or as otherwise provided in the Certificate of Incorporation or By-laws of the Surviving Corporation or the Certificate of Incorporation or By-laws of Parent, as the case may be.

Appears in 1 contract

Samples: Merger Agreement (Casita Enterprises, Inc.)

Certificate of Incorporation; By-laws; Directors and Officers. (a) The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, attached as Exhibit B C hereto, as amended by the NY-Certificate of Merger, shall be the Certificate of Incorporation of the Surviving Corporation from and after the Effective Time until amended in accordance with applicable law and such Certificate of Incorporation. (b) The By-laws of the Company, as in effect immediately prior to the Effective Time, attached as Exhibit C D hereto, shall be the By-laws of the Surviving Corporation from and after the Effective Time until amended in accordance with applicable law, the Certificate of Incorporation of the Surviving Corporation and such By-laws. (c) The directors and officers listed in Exhibit D E hereto shall be the directors and officers of the Surviving Corporation and Parent, and each shall hold his respective office or offices from and after the Effective Time until his successor shall have been elected and shall have qualified in accordance with applicable law, or as otherwise provided in the Certificate Articles of Incorporation or By-laws of the Surviving Corporation or the Certificate of Incorporation or By-laws of Parent, as the case may be.

Appears in 1 contract

Samples: Merger Agreement (Clear Skies Holdings Inc)

Certificate of Incorporation; By-laws; Directors and Officers. (a) The Unless otherwise determined by Parent before the Effective Time, at the Effective Time the Certificate of Incorporation of the CompanyPurchaser, as in effect immediately prior to before the Effective Time, attached as Exhibit B hereto, as amended by the Certificate of Merger, shall be the Certificate of Incorporation of the Surviving Corporation from and after the Effective Time until thereafter amended in accordance with applicable as provided by law and such Certificate of Incorporation. (b) The By-laws Laws of the CompanyPurchaser, as in effect immediately prior to before the Effective Time, attached as Exhibit C hereto, shall be the By-laws Laws of the Surviving Corporation from and after the Effective Time until thereafter amended in accordance with applicable as provided by law, the Certificate of Incorporation of the Surviving Corporation and such By-lawsLaws. (c) The directors and officers listed in Exhibit D hereto shall of Purchaser immediately before the Effective Time will be the initial directors of the Surviving Corporation, and the officers of the Company immediately before the Effective Time will be the initial officers of the Surviving Corporation Corporation, in each case until their successors are elected or appointed and Parentqualified. If, and each shall hold his respective office or offices from and after at the Effective Time until his successor Time, a vacancy shall have been elected and shall have qualified exist on the Board of Directors or in accordance with applicable law, or as otherwise provided in the Certificate of Incorporation or By-laws any office of the Surviving Corporation or Corporation, such vacancy may thereafter be filled in the Certificate of Incorporation or By-laws of Parent, as the case may bemanner provided by law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Information Holdings Inc)

Certificate of Incorporation; By-laws; Directors and Officers. (a) The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, attached as Exhibit B hereto, as amended by the Certificate of Merger, shall be the Certificate of Incorporation of the Surviving Corporation from and after the Effective Time until amended in accordance with applicable law and such Certificate of Incorporation. (b) The By-laws of the Company, as in effect immediately prior to the Effective Time, attached as Exhibit C hereto, shall be the By-laws of the Surviving Corporation from and after the Effective Time until amended in accordance with applicable law, the Certificate of Incorporation of the Surviving Corporation and such By-laws. (c) The directors and officers listed in Exhibit D hereto shall be the directors and officers of the Surviving Corporation and Parent, and each shall hold his respective office or offices from and after the Effective Time until his successor shall have been elected and shall have qualified in accordance with applicable law, or as otherwise provided in the Certificate of Incorporation or By-laws of the Surviving Corporation or the Certificate of Incorporation or By-laws of Parent, as the case may be.

Appears in 1 contract

Samples: Merger Agreement (BeesFree, Inc.)

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Certificate of Incorporation; By-laws; Directors and Officers. (a) The Certificate Articles of Incorporation of the Company, as in effect immediately prior to the Effective Time, attached as Exhibit B hereto, as amended by the Certificate of Merger, shall be the Certificate Articles of Incorporation of the Surviving Corporation from and after the Effective Time until amended in accordance with applicable law and such Certificate Articles of Incorporation. (b) The By-laws Laws of the Company, as in effect immediately prior to the Effective Time, attached as Exhibit C hereto, shall be the By-laws Laws of the Surviving Corporation from and after the Effective Time until amended in accordance with applicable law, the Certificate Articles of Incorporation of the Surviving Corporation and such By-lawsLaws. (c) The directors and officers listed in Exhibit D hereto shall be the directors and officers of the Surviving Corporation and Parent, and each shall hold his or her respective office or offices from and after the Effective Time until his or her successor shall have been elected and shall have qualified in accordance with applicable law, or as otherwise provided in the Certificate Articles of Incorporation or By-laws Laws of the Surviving Corporation or the Certificate of Incorporation or By-laws Laws of Parent, as the case may be.

Appears in 1 contract

Samples: Merger Agreement (Waxess Holdings, Inc.)

Certificate of Incorporation; By-laws; Directors and Officers. (a) The Certificate Articles of Incorporation of the Company, as in effect immediately prior to the Effective Time, attached as Exhibit B C hereto, as amended by the Certificate Articles of Merger, shall be the Certificate Articles of Incorporation of the Surviving Corporation from and after the Effective Time until amended in accordance with applicable law and such Certificate Articles of Incorporation. (b) The By-laws of the Company, as in effect immediately prior to the Effective Time, attached as Exhibit C D hereto, shall be the By-laws of the Surviving Corporation from and after the Effective Time until amended in accordance with applicable law, the Certificate Articles of Incorporation of the Surviving Corporation and such By-laws. (c) The directors and officers listed in Exhibit D E hereto shall be the directors and officers of the Surviving Corporation and Parent, and each shall hold his or her respective office or offices from and after the Effective Time until his or her successor shall have been elected and shall have qualified in accordance with applicable law, or as otherwise provided in the Certificate Articles of Incorporation or By-laws of the Surviving Corporation or the Certificate of Incorporation or By-laws of Parent, as the case may be.

Appears in 1 contract

Samples: Merger Agreement (Transdel Pharmaceuticals Inc)

Certificate of Incorporation; By-laws; Directors and Officers. (a) The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, attached as Exhibit B hereto, as amended by the Certificate of Merger, shall be the Certificate of Incorporation of the Surviving Corporation from and after the Effective Time until amended in accordance with applicable law and such Certificate of Incorporation. (b) The By-laws of the Company, as in effect immediately prior to the Effective Time, attached as Exhibit C hereto, shall be the By-laws of the Surviving Corporation from and after the Effective Time until amended in accordance with applicable law, the Certificate of Incorporation of the Surviving Corporation and such By-laws. (c) The directors and officers listed in Exhibit D hereto shall be the directors and officers of the Surviving Corporation and ParentHoldings, and each shall hold his respective office or offices from and after the Effective Time until his successor shall have been elected and shall have qualified in accordance with applicable law, or as otherwise provided in the Certificate of Incorporation or By-laws of the Surviving Corporation or the Certificate of Incorporation or By-laws of ParentHoldings, as the case may be.

Appears in 1 contract

Samples: Merger Agreement (Beacon Energy Holdings, Inc.)

Certificate of Incorporation; By-laws; Directors and Officers. (a) The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, attached as Exhibit B hereto, as amended by the Certificate of Merger, shall be the Certificate of Incorporation of the Surviving Corporation from and after the Effective Time until amended in accordance with applicable law and such Certificate of Incorporation. (b) The By-laws of the Company, as in effect immediately prior to the Effective Time, attached as Exhibit C hereto, shall be the By-laws of the Surviving Corporation from and after the Effective Time until amended in accordance with applicable law, the Certificate of Incorporation of the Surviving Corporation and such By-laws. (c) The directors and officers listed in Exhibit D hereto shall be the directors and officers of the Surviving Corporation and Parent, respectively, and each shall hold his respective office or offices from and after the Effective Time until his successor shall have been elected and shall have qualified in accordance with applicable law, or as otherwise provided in the Certificate of Incorporation or By-laws of the Surviving Corporation or the Certificate of Incorporation or By-laws of Parent, as the case may be.

Appears in 1 contract

Samples: Merger Agreement (Med-X, Inc.)

Certificate of Incorporation; By-laws; Directors and Officers. (a) The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, attached as Exhibit B C hereto, as amended by the Certificate of Merger, shall be the Certificate Articles of Incorporation of the Surviving Corporation from and after the Effective Time until amended in accordance with applicable law and such Certificate certificate of Incorporation. (b) The By-laws of the Company, as in effect immediately prior to the Effective Time, attached as Exhibit C D hereto, shall be the By-laws of the Surviving Corporation from and after the Effective Time until amended in accordance with applicable law, the Certificate of Incorporation of the Surviving Corporation and such By-laws. (c) The directors and officers listed in Exhibit D E hereto shall be the directors and officers of the Surviving Corporation and Parent, and each shall hold his respective office or offices from and after the Effective Time until his successor shall have been elected and shall have qualified in accordance with applicable law, or as otherwise provided in the Certificate Articles of Incorporation or By-laws of the Surviving Corporation or the Certificate of Incorporation or By-laws of Parent, as the case may be.

Appears in 1 contract

Samples: Merger Agreement (Customer Acquisition Network Holdings, Inc.)

Certificate of Incorporation; By-laws; Directors and Officers. (a) The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, attached as Exhibit B hereto, as amended by the Certificate of Merger, shall be the Certificate of Incorporation of the Surviving Corporation in all respects, except solely for the name of the Surviving Corporation, which shall be as set forth in Section 1.01 , from and after the Effective Time until amended in accordance with applicable law and the provisions set forth in such Certificate of Incorporation. (b) The By-laws of the Company, as in effect immediately prior to the Effective Time, attached as Exhibit C hereto, shall be the By-laws of the Surviving Corporation from and after the Effective Time until amended in accordance with applicable law, the Certificate of Incorporation of the Surviving Corporation and such By-laws. (c) The directors and officers listed in Exhibit D B hereto shall be the directors and officers of the Surviving Corporation and ParentCorporation, and each shall hold his respective office or offices from and after the Effective Time until his successor shall have been elected and shall have qualified in accordance with applicable law, or as otherwise provided in the Certificate of Incorporation or By-laws of the Surviving Corporation or the Certificate of Incorporation or By-laws of Parent, as the case may beCorporation.

Appears in 1 contract

Samples: Merger Agreement (NewGen BioPharma Corp.)

Certificate of Incorporation; By-laws; Directors and Officers. (a) The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, attached as Exhibit B hereto, as amended by the Certificate of Merger, shall be the Certificate of Incorporation of the Surviving Corporation from and after the Effective Time until amended in accordance with applicable law and such Certificate of Incorporation. (b) The By-laws Laws of the Company, as in effect immediately prior to the Effective Time, attached as Exhibit C hereto, shall be the By-laws Laws of the Surviving Corporation from and after the Effective Time until amended in accordance with applicable law, the Certificate of Incorporation of the Surviving Corporation and such By-lawsLaws. (c) The directors and officers listed in Exhibit D hereto shall be the directors and officers of the Surviving Corporation and Parent, and each shall hold his or her respective office or offices from and after the Effective Time until his or her successor shall have been elected and shall have qualified in accordance with applicable law, or as otherwise provided in the Certificate of Incorporation or By-laws Laws of the Surviving Corporation or the Certificate of Incorporation or By-laws Laws of Parent, as the case may be.

Appears in 1 contract

Samples: Merger Agreement (Excel Corp)

Certificate of Incorporation; By-laws; Directors and Officers. (a) The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, attached as Exhibit B C hereto, as amended by the Certificate NV-Articles of Merger, shall be the Certificate of Incorporation of the Surviving Corporation from and after the Effective Time until amended in accordance with applicable law and such Certificate of Incorporation. (b) The By-laws of the Company, as in effect immediately prior to the Effective Time, attached as Exhibit C D hereto, shall be the By-laws of the Surviving Corporation from and after the Effective Time until amended in accordance with applicable law, the Certificate of Incorporation of the Surviving Corporation and such By-laws. (c) The directors and officers listed in Exhibit D E hereto shall be the directors and officers of the Surviving Corporation and Parent, and each shall hold his respective office or offices from and after the Effective Time until his successor shall have been elected and shall have qualified in accordance with applicable law, or as otherwise provided in the Certificate Articles of Incorporation or By-laws of the Surviving Corporation or the Certificate of Incorporation or By-laws of Parent, as the case may be.

Appears in 1 contract

Samples: Merger Agreement (Adex Media, Inc.)

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