Common use of Charter and Bylaws Clause in Contracts

Charter and Bylaws. (a) At the Effective Time, the Company Charter as in effect immediately prior to the Effective Time shall be amended and restated in its entirety to read as set forth on Exhibit A, and as so amended and restated shall be the certificate of incorporation of the Surviving Corporation until thereafter further amended in accordance with its terms and the DGCL. (b) At the Effective Time, the Company Bylaws as in effect immediately prior to the Effective Time shall be amended and restated in their entirety to read as set forth on Exhibit B, and as so amended and restated shall be the bylaws of the Surviving Corporation until thereafter amended in accordance with their terms, the terms of the certificate of incorporation of the Surviving Corporation, and the DGCL.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Barnes & Noble Inc), Merger Agreement (Barnes & Noble Inc), Merger Agreement (CommerceHub, Inc.)

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Charter and Bylaws. (a) At the Effective Time, the Company Charter as in effect immediately prior to the Effective Time shall be amended and restated in its entirety to read as set forth on Exhibit AB, and as so amended and restated shall be the certificate of incorporation charter of the Surviving Corporation until thereafter further changed or amended in accordance with its terms and the DGCL(subject to Section 7.05(a)) as provided therein or by applicable Law. (b) At The Company shall take all necessary action so that, as of the Effective Time, the Company Bylaws as in effect immediately prior to the Effective Time shall be amended and restated in their entirety to read the same as set forth on Exhibit Bthe bylaws of Sub as in effect immediately prior to the Effective Time, and as so amended and restated shall be the bylaws of the Surviving Corporation until thereafter changed or amended in accordance with their terms, the terms of the certificate of incorporation of the Surviving Corporation, and the DGCL(subject to Section 7.05(a)) as provided therein or by applicable Law.

Appears in 2 contracts

Samples: Merger Agreement (Smith & Nephew PLC), Merger Agreement (Osiris Therapeutics, Inc.)

Charter and Bylaws. (a) At the Effective Time, the Company Charter as in effect immediately prior to the Effective Time shall be amended and restated to read in its entirety to read as set forth on Exhibit AA hereto, and as so amended and restated shall be the certificate of incorporation of the Surviving Corporation Corporation, until thereafter further amended duly amended, subject to Section 7.8, in accordance with its the terms thereof and the DGCL. (b) At the Effective Timeapplicable Law, and the Company Bylaws as in effect immediately prior to the Effective Time shall be amended and restated in their its entirety as of the Effective Time in a form acceptable to read as set forth on Exhibit BParent, and as so amended and restated shall be the bylaws of the Surviving Corporation Corporation, until thereafter amended duly amended, subject to Section 7.8, in accordance with their terms, the terms of the certificate of incorporation of the Surviving Corporation, thereof and the DGCLapplicable Law.

Appears in 1 contract

Samples: Merger Agreement (Roan Resources, Inc.)

Charter and Bylaws. (a) At the Effective Time, the Company Charter as in effect immediately prior to the Effective Time shall be amended and restated in its entirety to read as set forth on in Exhibit AA hereto and, and as so amended and restated amended, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter further amended in accordance with its terms and the DGCLas provided therein or by applicable Law. (b) At the Effective Time, The parties shall take all actions necessary so that the Company Bylaws as in effect immediately prior to the Effective Time shall be amended and restated in their entirety to read as set forth on in Exhibit BB hereto and, and as so amended and restated restated, shall be the bylaws Bylaws of the Surviving Corporation until thereafter further amended in accordance with their terms, the terms of the certificate of incorporation of the Surviving Corporation, and the DGCLas provided therein or by applicable Law.

Appears in 1 contract

Samples: Merger Agreement (Sothebys)

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Charter and Bylaws. (a) At the Merger Effective Time, the Company Charter as in effect immediately prior to the Effective Time shall be amended and restated in its entirety to read as set forth on Exhibit AA. As so amended, and as so amended and restated the Company Charter shall be the certificate of incorporation of the Surviving Corporation until thereafter further amended in accordance with its terms and the DGCLas provided therein or by applicable Law. (b) At the Merger Effective Time, the Company Bylaws shall be amended to read in their entirety as the bylaws of Merger Sub in effect immediately prior to the Merger Effective Time Time, except that the name of the Surviving Corporation as used therein shall be amended and restated in their entirety to read as set forth on Exhibit Bremain “LDR Holding Corporation”, and as so amended and restated shall be the bylaws of the Surviving Corporation Corporation, until thereafter amended in accordance with their terms, the terms of the certificate of incorporation of the Surviving Corporation, and the DGCLas provided therein or by applicable Law.

Appears in 1 contract

Samples: Merger Agreement (Zimmer Biomet Holdings, Inc.)

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