Governing Documents; Directors and Officers. Unless otherwise agreed by Parent and the Company prior to the Effective Time:
Governing Documents; Directors and Officers. (a) The Certificate of Incorporation and By-Laws of Purchaser as in effect immediately prior to the Effective Time shall, from and after the Effective Time, be the Certificate of Incorporation and By-Laws of the Surviving Corporation, in each case until amended in accordance with applicable law; PROVIDED, HOWEVER, that Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read in its entirety as follow:
Governing Documents; Directors and Officers. (a) At the Effective Time, by virtue of the Merger, the Certificate of Incorporation of the Surviving Corporation shall be amended and restated in its entirety to read as set forth in Exhibit B and, as so amended and restated, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law;
Governing Documents; Directors and Officers. (a) The certificate of incorporation and bylaws of the Surviving Corporation shall be amended to read the same as the certificate of incorporation and bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that the name of the Surviving Corporation shall be “Xxxxx Trasimene Acquisition Corp. II” At the Effective Time, the board of directors and officers of Merger Sub shall be the board of directors and officers of the Surviving Entity.
Governing Documents; Directors and Officers. (a) From and after the Effective Time, the charter of Parent, as in effect immediately prior to the Effective Time, shall be the charter of the Surviving Company until thereafter amended as provided therein or by applicable Law. The bylaws of Parent, as in effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Company until thereafter amended as provided therein or by applicable Law.
Governing Documents; Directors and Officers. (a) At the FTAC Effective Time, by virtue of the FTAC Merger and in accordance with the DGCL, (i) the certificate of incorporation of the FTAC Surviving Corporation shall be amended and restated in the form agreed by Tempo and FTAC and (ii) the bylaws of the FTAC Surviving Corporation shall be amended to read the same as the bylaws of FTAC Merger Sub as in effect immediately prior to the FTAC Effective Time. At the FTAC Effective Time, the board of directors and officers of FTAC Merger Sub shall be the board of directors and officers of the FTAC Surviving Corporation.
Governing Documents; Directors and Officers. At the Effective Time, the certificate of incorporation and bylaws of the Surviving Corporation shall be amended to be identical to those of Merger Sub immediately prior to the Effective Time, except that the name of the Surviving Corporation shall be “ArthroSurface Incorporated”. The Parties (other than the Stockholder Representative) shall take all actions necessary so that the directors and officers of Merger Sub immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation from and after the Effective Time, until their successors have been duly elected or appointed and qualified or until their earlier death, removal or resignation in accordance with the certificate of incorporation and the bylaws of the Surviving Corporation.
Governing Documents; Directors and Officers. (a) At the DealerSocket Effective Time, the certificate of incorporation and bylaws of the Surviving DealerSocket Entity shall be amended to read the same as the certificate of incorporation and bylaws of Merger Sub 1 as in effect immediately prior to the DealerSocket Effective Time, except that the name of the Surviving DealerSocket Entity shall be “Ousland Holdings, Inc.” Immediately after the DealerSocket Effective Time, the board of directors and officers of the Surviving DealerSocket Entity shall be the board of directors and officers of Merger Sub 1 immediately prior to the DealerSocket Effective Time.
Governing Documents; Directors and Officers. At the Effective Time, by virtue of the Merger and without any further action on the part of any Party or the holders of any securities of CCVII, the certificate of incorporation and the bylaws of the Surviving Corporation shall be amended to read the same as the certificate of incorporation and the bylaws of Merger Sub as in effect immediately prior to the Effective Time, respectively, except that the name of the Surviving Corporation shall be “Cxxxxxxxx Capital Corp VII”. At the Effective Time, the board of directors and officers of Merger Sub shall be the board of directors and officers of the Surviving Corporation, unless otherwise agreed by the Parties.
Governing Documents; Directors and Officers. (a) At the Effective Time, the certificate of incorporation and bylaws of the Surviving Corporation shall be the certificate of incorporation and bylaws of VOSO as in effect immediately prior to the Effective Time. At the Effective Time, the board of directors and officers of Merger Sub shall be the board of directors and officers of the Surviving Corporation.
