First Surviving Corporation Sample Clauses

First Surviving Corporation. At the First Effective Time: (i) the certificate of incorporation of the First Surviving Corporation shall be amended and restated so as to read as set forth in the First Certificate of Merger, and, as so amended and restated, shall be the certificate of incorporation of the First Surviving Corporation until thereafter amended in accordance with the terms thereof and applicable Law; and (ii) the by-laws of the Company as in effect immediately prior to the Effective Time shall be the by-laws of the First Surviving Corporation, until thereafter amended in accordance with the terms thereof, the certificate of incorporation of the First Surviving Corporation, and applicable Law.
Sample 1
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First Surviving Corporation. 10 2.3 SECOND SURVIVING CORPORATION.......................................................................... 10 2.4
Sample 1
First Surviving Corporation. Effective upon the Merger 1 Effective Time, (i) the certificate of incorporation of Sunbeam Primary, as in effect immediately prior to the Merger 1 Effective Time, shall be the certificate of incorporation of the First Surviving Corporation until amended in accordance with applicable Law and (ii) the bylaws of Sunbeam Primary, as in effect immediately prior to the Merger 1 Effective Time, shall be the bylaws of the First Surviving Corporation until amended in accordance with applicable Law.
Sample 1
First Surviving Corporation. The directors of Sunbeam Primary at the Merger 1 Effective Time shall, from and after the Merger 1 Effective Time, be the initial directors of the First Surviving Corporation and shall hold office in accordance with the certificate of incorporation and bylaws of the First Surviving Corporation until their successors are duly elected or appointed and qualified or until their earlier death, resignation or removal. The officers of Sunbeam Primary at the Merger 1 Effective Time shall, from and after the Merger 1 Effective Time, be the initial officers of the First Surviving Corporation and shall hold office in accordance with the certificate of incorporation and bylaws of the First Surviving Corporation until their successors are duly elected or appointed and qualified or until their earlier death, resignation or removal.
Sample 1

Related to First Surviving Corporation

  • The Surviving Corporation Section 3.01.

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

  • 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.

  • 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.

  • Name of Surviving Corporation After the merger, the Surviving Corporation shall have the name "Capital Bank Corporation"

  • 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 Surviving Corporation The directors of Merger Sub at the Effective Time shall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter and the Surviving By-Laws.

  • 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.

  • Officers of Surviving Corporation The officers of the Company at the Effective Time shall, from and after the Effective Time, be the officers of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter and the Surviving By-Laws.

  • 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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