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

Certificate of Incorporation; By-laws; Directors and Officers. (a) At the Effective Time, the Restated Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the Restated Certificate of Incorporation of the Surviving Corporation until thereafter amended in accordance with Delaware Law and such Restated Certificate of Incorporation. (b) At the Effective Time, the By-laws of the Company, as in effect immediately prior to the Effective Time, shall be the By-laws of the Surviving Corporation until thereafter amended in accordance with Delaware Law, the Restated Certificate of Incorporation of the Surviving Corporation and such By-laws. (c) From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with applicable law, (i) the directors of the Company at the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation.

Appears in 3 contracts

Samples: Offer to Purchase (Ford Motor Co), Offer to Purchase (Ford Motor Co), Merger Agreement (Hertz Corp)

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Certificate of Incorporation; By-laws; Directors and Officers. (a) At the Effective Time, the Restated Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the Restated Certificate of Incorporation of the Surviving Corporation until thereafter amended in accordance with Delaware Law and such Restated Certificate of Incorporation. (b) At the Effective Time, the By-laws of the Company, as in effect immediately prior to the Effective Time, shall be the By-laws of the Surviving Corporation until thereafter amended in accordance with Delaware Law, the Restated Certificate of Incorporation of the Surviving Corporation and such By-laws. (c) From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with applicable law, (i) the directors of the Company at the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Peapod Inc), Agreement and Plan of Merger (Royal Ahold)

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Certificate of Incorporation; By-laws; Directors and Officers. (a) At the Effective Time, the Restated The Certificate of Incorporation of the Company, as Acquisition in effect immediately prior to at the Effective Time, Time shall be the Restated Certificate of Incorporation of the Surviving Corporation Corporation, until thereafter amended in accordance with the provisions thereof and as provided by the Delaware Law and such Restated Certificate GCL. The By-Laws of Incorporation. (b) At Acquisition in effect at the Effective Time, the By-laws of the Company, as in effect immediately prior to the Effective Time, Time shall be the By-laws Laws of the Surviving Corporation Corporation, until thereafter amended in accordance with Delaware Law, the Restated provisions thereof and the Certificate of Incorporation of the Surviving Corporation and such By-laws. (c) as provided by the Delaware GCL. From and after the Effective Time, Time and until their respective successors are duly elected or appointed and qualified in accordance with applicable lawqualified, (ia) the directors of the Company Acquisition at the Effective Time shall be the directors of the Surviving Corporation and (iib) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Cdsi Acquisition Corp), Merger Agreement (Control Data Systems Inc)

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