Conduct of the Surviving Corporation Sample Clauses

Conduct of the Surviving Corporation. ABI, ABI Holdings and ABI Sub agree that, from the Effective Time until the Settlement Date, they will take no action to cause the Surviving Corporation to be operated other than in the same manner and subject to the same restrictions as required of the Company pursuant to Section 5.01.
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Conduct of the Surviving Corporation. The President and Chief Scientific Officer of the Surviving Corporation will report to the senior management of the Parent.
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Conduct of the Surviving Corporation. During the period from the Closing Date until the end of the Contingent Period, SW and SWI shall cause the Surviving Corporation to be operated as a separate entity and consistent with the treatment of all other subsidiaries of SWI. SWI and SW shall use reasonable commercial efforts and cooperate with the management and employees of the Surviving Corporation to maximize the revenues and earnings of the Surviving Corporation during the Contingent Period and to assist the Surviving Corporation to exploit business opportunities and synergies presented by the operations of SWI, SW and their affiliates. The President of the Surviving Corporation will manage the Surviving Corporation substantially in the manner consistent with past practice and in accordance with SWI required business practice. Extraordinary matters, as well as capital expenditures and commitments not provided in the annual budget previously reviewed and approved by the Board of Directors of the Surviving Corporation would require approval of such Board of Directors and SWI's Board of Directors, if necessary.
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Related to Conduct of the Surviving Corporation

  • 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.

  • The Surviving Corporation Section 3.01.

  • Certificate of Incorporation of the Surviving Corporation The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation.

  • Directors of the Surviving Corporation The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

  • 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.

  • Officers of the Surviving Corporation The officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

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

  • 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.

  • Officers and Directors of the Surviving Corporation The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and by-laws of the Surviving Corporation, in each case until their respective successors are duly elected and qualified.

  • 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.

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