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.
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."
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.
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.
Certificates of Incorporation; Bylaws. Sellers shall have delivered to Purchasers true and complete copies of the respective Certificates of Incorporation and Bylaws of HCA, Holdings, CCN, and PW.
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
Certificates of Incorporation; Bylaws. (a) Unless otherwise determined by Parent prior to the Effective Time, at the Effective Time the Certificate of Incorporation of Arkados 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.
Certificates of Incorporation; Bylaws. (a) Unless otherwise determined by Callisto prior to the Effective Time, at the Effective Time, (i) the Certificate of Incorporation of Callisto Merger Sub as in effect immediately prior to the Effective Time shall be the Certificate of Incorporation of the Callisto 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 Callisto Surviving Corporation shall be amended and restated in its entirety to read as follows: "The name of the corporation is Callisto Pharmaceuticals, Inc." and (ii) the Certificate of Incorporation of Synergy Merger Sub as in effect immediately prior to the Effective Time shall be the Certificate of Incorporation of the Synergy Surviving Corporation at and after the Effective Time until thereafter amended in accordance with 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 Synergy Surviving Corporation shall be amended and restated in its entirety to read as follows: "The name of the Corporation is Synergy Pharmaceuticals, Inc." The Certificates of Incorporation of the Callisto Surviving Corporation and the Synergy Surviving Corporation shall be approved by Synergy's counsel and Callisto's counsel and shall be attached as Exhibits E-1 and E-2 to this Agreement.
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 Arno as in effect immediately prior to the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation, and (ii) the Bylaws of Arno 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 PRP prior to the Effective Time, at the Effective Time, the Certificate of Incorporation of the PRP Surviving Corporation shall be amended to read in its entirety as set forth on EXHIBIT A to the Certificate of Merger until thereafter amended in accordance with the DGCL and the terms of such Certificate of Incorporation.
