Charter and Bylaws; Directors and Officers. (a) At the Effective Time, the Second Restated and Amended Certificate of Incorporation, as amended, of the Company (the "Company Charter") shall be the Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law. At the Effective Time, the Amended and Restated Bylaws of the Company, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by the Company Charter.
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Samples: Agreement and Plan of Merger (Smith & Nephew Holdings Inc), Agreement and Plan of Merger (Smith & Nephew Inc), Agreement and Plan of Merger (Exogen Inc)
Charter and Bylaws; Directors and Officers. (a) At the Effective Time, the Second Restated and Amended Certificate of Incorporation, as amended, of the Company (the "Company Charter") shall be the Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law. At the Effective Time, the Amended and Restated Bylaws of the Company, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by the Company Charter.
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Samples: Agreement and Plan of Merger (Verio Inc), Agreement and Plan of Merger (Nippon Telegraph & Telephone Corp)
Charter and Bylaws; Directors and Officers. (a) At the Effective Time, the Second Amended and Restated and Amended Certificate of Incorporation, as amended, Incorporation of the Company (the "Company Charter") shall be amended in its entirety to read as set forth in Exhibit C attached hereto and shall be the Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law. At The By- laws of Sub in effect at the Effective TimeTime will be adopted by, the Amended and Restated Bylaws of the Company, as in effect immediately prior to the Effective Time, shall will be the Bylaws of By-laws of, the Surviving Corporation until thereafter changed or amended as provided therein or by the Company Charterapplicable law.
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