Common use of Certificate of Incorporation; Bylaws; Directors and Officers Clause in Contracts

Certificate of Incorporation; Bylaws; Directors and Officers. At the Effective Time: (a) the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with applicable Law; (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; and (c) the directors and officers of Merger Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, to serve until the earlier of their respective resignations or removals or until their respective successors are duly elected and qualified.

Appears in 1 contract

Samples: Merger Agreement (Advanced Environmental Recycling Technologies Inc)

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Certificate of Incorporation; Bylaws; Directors and Officers. At the Effective Time: (a) the The certificate of incorporation of Merger Sub as in effect immediately prior to at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with applicable Law;. (b) the The bylaws of Merger Sub as in effect immediately prior to at the Effective Time shall be the bylaws of the Surviving Corporation until thereafter amended in accordance with applicable Law; and. (c) the The directors and officers of Merger Sub and the officers of the Company immediately prior to the Effective Time shall be become, from and after the initial Effective Time, the directors and officers officers, respectively, of the Surviving Corporation, to serve until the earlier of their respective resignations or removals or until their respective successors are duly elected and qualifiedor appointed or their earlier resignation or removal.

Appears in 1 contract

Samples: Merger Agreement (Polyone Corp)

Certificate of Incorporation; Bylaws; Directors and Officers. (a) At the Effective Time: (a) , the certificate of incorporation of the Merger Sub as in effect immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with applicable Law;Corporation. (b) At the Effective Time, the bylaws of the 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; andthe DGCL. (c) The officers of the Company immediately prior to the Effective Time shall become, from and after the Effective Time, the officers of the Surviving Corporation, until their respective successors are duly elected or appointed or their earlier resignation or removal. The directors and officers of Merger Sub immediately prior to the Effective Time shall be become, from and after the initial Effective Time, the directors and officers of the Surviving Corporation, to serve until the earlier of their respective resignations or removals or until their respective successors are duly elected and qualifiedor appointed or their earlier resignation or removal.

Appears in 1 contract

Samples: Merger Agreement (Health Insurance Innovations, Inc.)

Certificate of Incorporation; Bylaws; Directors and Officers. At the Effective Time: (a) Effective immediately following the Merger, the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with applicable Applicable Law;. (b) Effective immediately following the Merger, 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 Applicable Law; and. (c) the The directors and officers of Merger Sub immediately prior to the Effective Time shall be be, from and after the initial Effective Time, the directors and officers officers, respectively, of the Surviving Corporation, to serve until the earlier of their respective resignations or removals or until their respective successors are duly elected and qualifiedor appointed or their earlier death, resignation or removal.

Appears in 1 contract

Samples: Merger Agreement (Symbion Inc/Tn)

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Certificate of Incorporation; Bylaws; Directors and Officers. At the Effective Time: (a) the The certificate of incorporation of Merger Sub as in effect immediately prior to at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with applicable Law;. (b) the The bylaws of Merger Sub as in effect immediately prior to at the Effective Time shall be the bylaws of the Surviving Corporation until thereafter amended in accordance with applicable Law; and. (c) The directors of Merger Sub and the directors and officers of the Merger Sub immediately prior to the Effective Time shall be become, from and after the initial Effective Time, the directors and officers officers, respectively, of the Surviving Corporation, to serve until the earlier of their respective resignations or removals or until their respective successors are duly elected and qualifiedor appointed or their earlier resignation or removal.

Appears in 1 contract

Samples: Merger Agreement (Acacia Research Corp)

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