Certificates of Incorporation; Bylaws. (a) Attached as Exhibits L and M, respectively, are the certificate of incorporation of Hippo Merger Sub and the bylaws of Hippo Merger Sub. The certificate of incorporation of HippoRx Surviving Corporation shall be amended at the Effective Time to be identical to the certificate of incorporation of Hippo Merger Sub as in effect immediately prior to the Effective Time, except that the name of the corporation set forth in Section FIRST of the certificate of incorporation of HippoRx Surviving Corporation shall be a name that is mutually agreed by Hippo and Rhino. The bylaws of Hippo Merger Sub in effect at the Effective Time shall be the bylaws of HippoRx Surviving Corporation, until amended in accordance with applicable law.
(b) Attached as Exhibits N and O, respectively, are the certificate of incorporation of Rhino Merger Sub and the bylaws of Rhino Merger Sub. The certificate of incorporation of RhinoRx Surviving Corporation shall be amended at the Effective Time to be identical to the certificate of incorporation of Rhino Merger Sub as in effect immediately prior to the Effective Time, except that the name of the corporation set forth in Section FIRST of the certificate of incorporation of RhinoRx Surviving Corporation shall be a name that is mutually agreed by Hippo and Rhino. The bylaws of Rhino Merger Sub in effect at the Effective Time shall be the bylaws of RhinoRx Surviving Corporation, until amended in accordance with applicable law.
Certificates of Incorporation; Bylaws. (a) Unless otherwise determined by Parent prior to the Effective Time, at the Effective Time, (i) the Certificate of Incorporation of Metal Merger Sub as in effect immediately prior to the Effective Time shall be the Certificate of Incorporation of the Metal Surviving Corporation at and after the Effective Time until thereafter amended in accordance with the Delaware Law and the terms of such Certificate of Incorporation; provided, however, that at the Effective Time, Article I of the Certificate of Incorporation of the Metal Surviving Corporation shall be amended and restated in its entirety to read as follows: "The name of the corporation is Xxxx.xxx, Inc." and (ii) the Certificate of Incorporation of WW Merger Sub as in effect immediately prior to the Effective Time shall be the Certificate of Incorporation of the WW Surviving Corporation at and after the Effective Time until thereafter amended in accordance with the New York Law and the terms of such Certificate of Incorporation; provided, however, that at the Effective Time, Article I of the Certificate of Incorporation of the WW Surviving Corporation shall be amended and restated in its entirety to read as follows: "The name of the Corporation is Welcome Wagon International Inc."
(b) Unless otherwise determined by Parent prior to the Effective Time, (i) the Bylaws of Metal Merger Sub as in effect immediately prior to the Effective Time shall be the Bylaws of the Metal Surviving Corporation at and after the Effective Time, until thereafter amended in accordance with Delaware Law and the terms of Certificate of Incorporation of the Metal Surviving Corporation and such Bylaws and (ii) the Bylaws of WW Merger Sub as in effect immediately prior to the Effective Time shall be the Bylaws of the WW Surviving Corporation at and after the Effective Time, until thereafter amended in accordance with New York Law and the terms of the Certificate of Incorporation of the WW Surviving Corporation and such Bylaws.
Certificates of Incorporation; Bylaws. (a) Unless otherwise determined by Ariston prior to the Effective Time, at the Effective Time, the Certificate of Incorporation of Ariston as in effect immediately prior to the Effective Time shall be the Certificate of Incorporation of the Ariston Surviving Corporation at and after the Effective Time until thereafter amended in accordance with the DGCL and the terms of such Certificate of Incorporation.
(b) Unless otherwise determined by Ariston prior to the Effective Time, (i) the Bylaws of Ariston as in effect immediately prior to the Effective Time shall be the Bylaws of the Ariston Surviving Corporation at and after the Effective Time, until thereafter amended in accordance with the DGCL and the terms of Certificate of Incorporation of the Ariston Surviving Corporation and such Bylaws.
Certificates of Incorporation; Bylaws. (a) The Certificate of Incorporation and Bylaws of Merger Sub A as in effect immediately prior to the Effective Time shall be the Certificate of Incorporation and Bylaws of the surviving corporation of the Berkshire Merger until thereafter changed or amended as provided therein or by applicable law.
(b) The Certificate of Incorporation and Bylaws of Merger Sub B as in effect at the Effective Time shall be the Certificate of Incorporation and Bylaws of the surviving corporation of the General Merger until thereafter changed or amended as provided therein or by applicable law.
Certificates of Incorporation; Bylaws. (a) The certificate of incorporation of the Surviving Company shall be amended and restated as of the Effective Time to be identical to the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation.
(b) The bylaws of the Surviving Company shall be amended and restated as of the Effective Time to be identical to the bylaws of Merger Sub as in effect immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such bylaws.
Certificates of Incorporation; Bylaws. Sellers shall have delivered to Purchasers true and complete copies of the respective Certificates of Incorporation and Bylaws of Columbia, Holdings, Galen, Value Health and MPN.
Certificates of Incorporation; Bylaws. (a) Unless otherwise determined by Parent prior to the Effective Time, at the Effective Time the Certificate of Incorporation of Etherogen as in effect immediately prior to the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation at and after the Effective Time until thereafter amended in accordance with the Delaware Law and the terms of such Certificate of Incorporation.
(b) Unless otherwise determined by Parent prior to the Effective Time, (i) the Bylaws of Etherogen as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation at and after the Effective Time, until thereafter amended in accordance with Delaware Law and the terms of Certificate of Incorporation of the Surviving Corporation and such By Laws.
Certificates of Incorporation; Bylaws. From and after the Effective Time and until further amended in accordance with applicable law, (i) the Certificate of Incorporation of Nile as in effect immediately prior to the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation, and (ii) the Bylaws of Nile as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation.
Certificates of Incorporation; Bylaws. (a) Unless otherwise determined by Parent prior to the Effective Time, at the Effective Time, the Certificate of Incorporation of the Surviving Corporation, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of Merger Sub until thereafter amended as provided by law and such Certificate of Incorporation.
(b) Unless otherwise determined by Parent prior to the Effective Time, at the Effective Time, 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 as provided by law and such Bylaws.
Certificates of Incorporation; Bylaws. From and after the Effective Time and until further amended in accordance with applicable law, (i) the Certificate of Incorporation of Lexicon as in effect immediately prior to the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation, and (ii) the Bylaws of Lexicon as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation.
