Certificate of Incorporation; Bylaws; Directors and Officers of the Surviving Corporation. Unless otherwise agreed by Alphabet and Abacus prior to the Closing, at the Effective Time:
(a) The Amended and Restated Certificate of Incorporation of Abacus, as amended (the "Abacus Certificate of Incorporation;" it and the Amended and Restated Certificate of Incorporation of Alphabet, as amended (the "Alphabet Certificate of Incorporation"), are each sometimes referred to herein as a "Certificate of Incorporation"), as in effect immediately prior to the Effective Time shall be at and after the Effective Time (until amended as provided by law and by such Certificate of Incorporation) the certificate of incorporation of the Surviving Corporation, except that Article Fourth of the Abacus Certificate of Incorporation shall be amended to read in its entirety as follows: "The aggregate number of shares that the Corporation shall have the authority to issue is 1,000 shares of Common Stock, par value $1.00 per share."
(b) The Bylaws of Abacus as in effect immediately prior to the Effective Time shall be at and after the Effective Time (until amended as provided by law, its Certificate of Incorporation and its Bylaws, as applicable) the Bylaws of the Surviving Corporation;
(c) The officers of Abacus immediately prior to the Effective Time shall continue to serve in their respective offices of the Surviving Corporation from and after the Effective Time, until their successors are elected or appointed and qualified or until their resignation or removal; and
(d) The directors of Abacus Holdings immediately prior to the Effective Time shall be the directors of the Surviving Corporation from and after the Effective Time, until their successors are elected or appointed and qualified or until their resignation or removal.
Certificate of Incorporation; Bylaws; Directors and Officers of the Surviving Corporation. Unless otherwise agreed by Kroger and Xxxx Xxxxx prior to the Closing, at the Effective Time:
(a) The certificate of incorporation attached hereto as Exhibit A shall be at and after the Effective Time (until amended as provided by law and by that certificate of incorporation) the certificate of incorporation of the Surviving Corporation.
(b) The bylaws of Jobsite Holdings as in effect immediately prior to the Effective Time shall be at and after the Effective Time (until amended as provided by law, the certificate of incorporation of the Surviving Corporation and the bylaws of the Surviving Corporation, as applicable) the bylaws of the Surviving Corporation;
(c) The officers of Xxxx Xxxxx immediately prior to the Effective Time shall continue to serve in their respective offices of the Surviving Corporation from and after the Effective Time, until their successors are elected or appointed and qualified or until their resignation or removal; and
(d) The directors of Jobsite Holdings immediately prior to the Effective Time shall be the directors of the Surviving Corporation from and after the Effective Time, until their successors are elected or appointed and qualified or until their resignation or removal.
Certificate of Incorporation; Bylaws; Directors and Officers of the Surviving Corporation. (a) At the Effective Time, the Certificate of Incorporation of the Surviving Corporation shall be amended in its entirety to be identical to the Certificate of Incorporation of the Merger Sub, as in effect immediately prior to the Effective Time (except that references to the name of Merger Sub shall be replaced by references to the name of the Surviving Corporation) until thereafter changed or amended as provided therein or by applicable Laws.
(b) At the Effective Time, the Bylaws of the Surviving Corporation shall be amended in its entirety to be identical to the Bylaws of Merger Sub, as in effect immediately prior to the Effective Time (except that references to the name of Merger Sub shall be replaced by references to the name of the Surviving Corporation) until thereafter changed or amended as provided therein or in the Certificate of Incorporation of the Surviving Corporation.
(c) The directors and officers of the Surviving Corporation at the Effective Time shall be the directors and officers of Newegg, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.
Certificate of Incorporation; Bylaws; Directors and Officers of the Surviving Corporation. Unless otherwise agreed by theglobe and the Company prior to the Closing, at the Effective Time:
(a) The certificate of incorporation of the Surviving Corporation shall be amended to read in its entirety as set forth in Exhibit 1.4(a);
(b) The bylaws of Merger Sub as in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation until thereafter amended in accordance with applicable Law (as defined in Section 3.6(a)) and the certificate of incorporation of the Surviving Corporation;
(c) The officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation until their successors are elected or appointed and qualified or until their resignation or removal; and
(d) The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until their successors are elected or appointed and qualified or until their resignation or removal.
Certificate of Incorporation; Bylaws; Directors and Officers 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 become the Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable laws. At the Effective Time, the Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall become the Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or in the Certificate of Incorporation of the Surviving Corporation.
(b) The individuals listed on Exhibit B attached hereto shall be the directors and officers of the Surviving Corporation at the Effective Time, as reflected therein, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.
Certificate of Incorporation; Bylaws; Directors and Officers of the Surviving Corporation. (i) The certificate of incorporation of the Company attached hereto as Exhibit A, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided therein or by applicable Law.
(ii) The bylaws of the Company attached hereto as Exhibit B, as in effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Corporation until thereafter amended as provided therein or by applicable Law.
(iii) The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation and shall hold office from the Effective Time until their respective successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office from the Effective Time until their respective successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws.
Certificate of Incorporation; Bylaws; Directors and Officers of the Surviving Corporation. (a) The Certificate of Incorporation and Bylaws of Acquisition Sub, as in effect at the Effective Time, shall be (until amended or repealed as provided by law) the Certificate of Incorporation and Bylaws, respectively, of the surviving corporation.
(b) The directors and officers of the surviving corporation immediately following the Effective Time shall be the directors and officers of Acquisition Sub immediately prior to the Effective Time (until their successors are elected or appointed and qualified).
Certificate of Incorporation; Bylaws; Directors and Officers of the Surviving Corporation. At the Effective Time, (i) the certificate of incorporation of the Surviving Corporation will be amended and restated in its entirety as set forth in an exhibit to the Merger Agreement, (ii) the bylaws of Purchaser, as in effect immediately prior to Table of Contents the Effective Time, will be the bylaws of the Surviving Corporation and (iii) the directors and officers of Purchaser immediately prior to the Effective Time will be the initial directors and officers of the Surviving Corporation. Conditions to the Merger. The obligations of Salix, Purchaser and Santarus to effect the Merger are subject to the satisfaction or, to the extent permitted by applicable law, waiver of each of the following conditions: • Purchaser (or Salix on Purchaser’s behalf) will have accepted for payment all Shares validly tendered and not validly withdrawn pursuant to the Offer; and • no judgment preventing the consummation of the Merger will have been issued by any governmental authority of competent jurisdiction and remain in effect, and there will not be any law enacted or deemed applicable to the Merger that makes consummation of the Merger illegal.
Certificate of Incorporation; Bylaws; Directors and Officers of the Surviving Corporation. (a) The certificate of incorporation and bylaws of Surviving Corporation, respectively, as of the Effective Time, shall be in the form to be provided by Acquisition Sub and Parent no later than one (1) Business Day prior to the Closing.
(b) The directors and officers of Acquisition Sub immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation as of the Effective Time until their successors are elected or appointed and qualified in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.
Certificate of Incorporation; Bylaws; Directors and Officers of the Surviving Corporation. Unless otherwise agreed to by Xxxxx Xxxxx and Blackridge prior to the Closing, at the Effective Time:
(a) The Certificate of Incorporation of Blackridge (the "Blackridge Certificate of Incorporation") as in effect immediately prior to the Effective Time shall be at and after the Effective Time the certificate of incorporation of the Surviving Corporation.
(b) The Bylaws of Blackridge as in effect immediately prior to the Effective Time shall be at and after the Effective Time the Bylaws of the Surviving Corporation;
(c) The officers of Blackridge immediately prior to the Effective Time shall continue to serve in their respective offices of the Surviving Corporation from and after the Effective Time, until their successors are elected or appointed and qualified or until their resignation or removal; and
(d) The directors of Blackridge immediately prior to the Effective Time shall be the directors of the Surviving Corporation from and after the Effective Time, until their successors are elected or appointed and qualified or until their resignation or removal.
