Charter and By-Laws of Surviving Corporation Sample Clauses

Charter and By-Laws of Surviving Corporation. From and after the Effective Time, (i) the Charter of Acquisition Sub shall be the Charter of the Surviving Corporation, unless and until altered, amended or repealed as provided in the Delaware Statute or the Charter, (ii) the by-laws of Acquisition Sub shall be the by-laws of the Surviving Corporation, unless and until altered, amended or repealed as provided in the Delaware Statute, the Charter or such by-laws, (iii) the directors of Acquisition Sub shall be the directors of the Surviving Corporation, unless and until removed, or until their respective terms of office shall have expired, in accordance with the Delaware Statute, the Charter and the by-laws of the Surviving Corporation, as applicable and (iv) the officers of the Acquisition Sub shall be the officers of the Surviving Corporation, unless and until removed, or until their terms of office shall have expired, in accordance with the Delaware Statute, the Charter and the by-laws of the Surviving Corporation, as applicable.
Sample 1Sample 2See All (10)
AutoNDA by SimpleDocs
Charter and By-Laws of Surviving Corporation. Immediately following the Effective Time, (a) the Certificate of Incorporation of the Company shall be the Certificate of Incorporation of the Surviving Corporation until altered, amended or repealed as provided in the Delaware Statute, (b) the by-laws of the Company shall become the by-laws of the Surviving Corporation until altered, amended or repealed as provided in the Delaware Statute, the Certificate of Incorporation or such by-laws, (c) the directors of the Acquisition Corporation shall become the directors of the Surviving Corporation and (d) the officers of the Acquisition Corporation shall become the officers of the Surviving Corporation.
Sample 1Sample 2
Charter and By-Laws of Surviving Corporation. From and after the Effective Date and pursuant to the Agreement of Merger: (i) the Charter of the Company shall be amended and restated as of the Effective Date to read as set forth in Exhibit A to the Agreement of Merger, (ii) the By-Laws of the Company shall be the By-Laws of the Surviving Corporation, unless and until altered, amended or repealed as provided in the California Statute, the Charter or such By-Laws, (iii) the directors of Acquisition Sub shall be the directors of the Surviving Corporation, unless and until removed, or until their respective terms of office shall have expired, in accordance with the California Statute, the Charter and the By-Laws of the Surviving Corporation, as applicable, and (iv) the officers of Acquisition Sub shall be the officers of the Surviving Corporation, unless and until removed, or until their terms of office shall have expired, in accordance with the California Statute, the Charter and the By-Laws of the Surviving Corporation, as applicable.
Sample 1
Charter and By-Laws of Surviving Corporation. Unless otherwise -------------------------------------------- determined by SRC prior to the Effective Time, at the Effective Time the Charter of the Company, as amended by the Certificate of Merger, shall be the Charter of the Surviving Corporation until thereafter amended as provided by the DGCL. The by-laws of the EAC shall be the by-laws of the Surviving Corporation until thereafter amended as provided by the DGCL.
Sample 1
Charter and By-Laws of Surviving Corporation 
Sample 1

Related to Charter and By-Laws of Surviving Corporation

  • Bylaws of Surviving Corporation At the Effective Time, the Bylaws of Merger Sub (the “Merger Sub Bylaws”), 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.

  • 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. (b) At the Effective Time, the by-laws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the by-laws of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and hereof and 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 Bylaws of the Surviving Corporation (a) The certificate of incorporation of the Purchaser, 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 hereof and applicable law. (b) Subject to the provisions of Section 6.05 of this Agreement, the by-laws of the Purchaser in effect at the Effective Time shall be the by-laws of the Surviving Corporation, until thereafter amended in accordance with the provisions thereof and hereof and applicable law.

  • The Surviving Corporation Section 3.01.

  • 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.

  • Surviving Corporation 1 Tax.........................................................................11

  • Certificate of Incorporation and By-Laws The Company has heretofore furnished to Parent a complete and correct copy of the Certificate of Incorporation and the By-laws or equivalent organizational documents, each as amended to date, of the Company and each Subsidiary. Such Certificates of Incorporation and By-Laws or equivalent organizational documents are in full force and effect, and neither the Company nor any Subsidiary is in violation of any provision thereof.

  • Articles of Incorporation and By-Laws The complete and correct copies of the Company’s Articles and By-Laws, as amended or restated to date which have been filed with the Securities and Exchange Commission are a complete and correct copy of such document as in effect on the date hereof and as of the Closing Date.

  • Certificate of Incorporation and Bylaws; Directors and Officers Unless otherwise determined by Parent prior to the Effective Time: (a) the Certificate of Incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to Exhibit B; (b) the Bylaws of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to the Bylaws of Merger Sub as in effect immediately prior to the Effective Time; and (c) the directors and officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are directors and officers of Merger Sub immediately prior to the Effective Time.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!