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, shall be the Certificate of Incorporation of the Surviving Corporation from and after the Effective Time until further amended in accordance with applicable law. (b) The By-laws of the Company, as in effect immediately prior to the Effective Time, 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 and such By-laws. (c) The directors, officers and key employees of the Company shall be the directors, officers and key employees of the Surviving Corporation, 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.
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Samples: Agreement of Merger and Plan of Reorganization (CURAXIS PHARMACEUTICAL Corp), Merger Agreement (Auto Search Cars, Inc.), Merger Agreement (Auto Search Cars, Inc.)
Certificate of Incorporation; By-laws; Directors and Officers. (a) The Certificate of Incorporation of the Company, as in effect immediately prior to From and after the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation from and after shall be the Effective Time Certificate of Incorporation attached as Exhibit B hereto, until further amended in accordance with the Certificate of Incorporation and applicable law.
(b) The By-laws of the Company, as in effect immediately prior to From and after the Effective Time, shall be the By-laws of the Surviving Corporation from and after the Effective Time shall be as attached as Exhibit C hereto, until amended in accordance with applicable law, the Certificate of Incorporation and such By-laws.
(c) The directors, directors and officers and key employees of the Company shall be the directors, directors and officers and key employees of the Surviving Corporation, 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 of the Surviving Corporation.
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Samples: Merger Agreement (BTHC VII 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, Time shall be the Certificate of Incorporation of the Surviving Corporation from and after the Effective Time until further amended in accordance with applicable law.
(b) The By-laws of the Company, as in effect immediately prior to the Effective Time, Time 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 and officers and key employees of the Company immediately prior to the Effective Time shall be the directors, directors and officers and key employees of the Surviving Corporation, 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.
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