Certificates of Incorporation and Bylaws of the Surviving Corporations Sample Clauses

Certificates of Incorporation and Bylaws of the Surviving Corporations. (a) The certificate of incorporation and bylaws of the Company as in effect immediately before the Effective Time shall be amended as of the Effective Time so as to read in their entirety in the form attached hereto as Exhibit G and Exhibit H, respectively, and, as so amended, shall be the certificate of incorporation and bylaws, respectively, of the Company as the surviving corporation in the Company Merger, until thereafter changed or amended as provided therein or by applicable Law.
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Certificates of Incorporation and Bylaws of the Surviving Corporations. (a) At the Effective Time, by virtue of the AmeriSource Merger, the Certificate of Incorporation and Bylaws of AmeriSource Surviving Corporation shall be amended and restated such that they are substantially in the form of the Certificate of Incorporation and Bylaws of AmeriSource Merger Sub immediately prior to the Effective Time, except that the name of AmeriSource Surviving Corporation shall be AmeriSource Health Corporation.
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Certificates of Incorporation and Bylaws of the Surviving Corporations. (a) Immediately after the Effective Time, Holdings will cause New Smith's and New Fred Meyer to amend their respective certificates ox xxxxxporation (xx bx xx effect immediately after the Effective Time, until amended in accordance with their respective terms and the DGCL) to be substantially identical to the certificates of incorporation of Smith's Sub and Fred Meyer Sub, respectively, as in effect immediatxxx xxxor to the Xxxexxxxx Time, except that the name of New Fred Meyer shall not be Fred Meyer, Inc.
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Certificates of Incorporation and Bylaws of the Surviving Corporations. (a) At the DVIHA Effective Time, (i) the Certificate of Incorporation of DVIHA as in effect immediately prior to the DVIHA Effective Time shall be the Certificate of Incorporation of DVIHA, as the surviving corporation of the DVIHA Merger, until thereafter amended as provided by law and such Certificate of Incorporation, and (ii) the Bylaws of DVIHA as in effect immediately prior to the DVIHA Effective Time shall be the Bylaws of DVIHA, as the surviving corporation of the DVIHA Merger, until thereafter amended as provided by law, the Certificate of Incorporation of DVIHA and such Bylaws.
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Certificates of Incorporation and Bylaws of the Surviving Corporations. At the Effective Time, (i) the Certificate of Incorporation and Bylaws of the Trikon Surviving Corporation shall be amended in their entirety to contain the provisions set forth in the Certificate of Incorporation and Bylaws of Trikon Merger Sub, each as in effect immediately prior to the Effective Time and as set forth in Exhibits E and F hereto (except that the name of the Trikon Surviving Corporation shall be “Trikon Technologies, Inc.”) and (ii) the Certificate of Incorporation and Bylaws of the Aviza Surviving Corporation shall be amended in their entirety to contain the provisions set forth in the Certificate of Incorporation and Bylaws of Aviza Merger Sub, each as in effect immediately prior to the Effective Time and as set forth in Exhibits G and H hereto (except that the name of the Aviza Surviving Corporation shall be “Aviza, Inc.”).
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Related to Certificates of Incorporation and Bylaws of the Surviving Corporations

  • Certificate of Incorporation and Bylaws of the Surviving Corporation (a) The certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended in the Merger to be in the form of Exhibit A hereto and, as so amended, such certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided therein or by applicable Law.

  • Articles of Incorporation and Bylaws of the Surviving Corporation At the Effective Time, (i) the Articles of Incorporation of Company as in effect immediately prior to the Effective Time shall be the Articles of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Articles of Incorporation, and (ii) the Bylaws of Company as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by law, the Articles of Incorporation of the Surviving Corporation and such Bylaws.

  • Certificate of Incorporation and By-laws 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 be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and applicable Law.

  • Certificate of Incorporation and Bylaws The Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation of its Certificate of Incorporation or Bylaws. Prior to the consummation of a Business Combination, the Company will not amend its Certificate of Incorporation without the prior written consent of EBC.

  • Certificate of Incorporation and By Laws of the Surviving Corporation

  • Articles of Incorporation and Bylaws (a) The articles of incorporation of the Company in effect immediately prior to the Effective Time shall be the articles of incorporation of the Surviving Corporation until duly amended or repealed.

  • Bylaws of the Surviving Corporation The Bylaws of Company, as in effect immediately prior to the Effective Time, will be the Bylaws of the Surviving Corporation until thereafter amended in accordance with applicable law.

  • Certificate of Incorporation and Bylaws; Records (a) The Company has delivered to Parent accurate and complete copies of: (i) the Company’s certificate of incorporation and bylaws, including all amendments thereto and each as so delivered is in full force and effect and in compliance with applicable Law; (ii) the stock records of the Company; and (iii) the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the board of directors of the Company and all committees of the board of directors of the Company. There have been no formal meetings or other proceedings of the board of directors of the Company or any committee of the board of directors of the Company that are not fully reflected in such minutes or other records. There has not been any violation of any of the provisions of the Company’s certificate of incorporation or bylaws, and the Company has not taken any action that is inconsistent in any material respect with any resolution adopted by the Company’s board of directors or any committee of the Company’s board of directors. The books of account, stock records, minute books and other records of the Company are accurate, up-to-date and complete in all material respects and have been maintained in accordance with customary business practices.

  • Certificate of Incorporation of the Surviving Corporation 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.

  • Articles of Incorporation of the Surviving Corporation The Articles of Incorporation of Company as in effect immediately prior to the Effective Time will be the Articles of Incorporation of the Surviving Corporation until thereafter amended in accordance with applicable law.

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