Merger I. (a) On the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub I shall be merged with and into the Company at the Effective Time. The separate corporate existence of Merger Sub I shall cease and the Company shall continue as the surviving corporation (the “Surviving Corporation”). Merger I shall have the effects set forth in this Agreement and specified in the DGCL.
(b) At the Effective Time, the certificate of incorporation of the Company shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and applicable Law. At the Effective Time, the bylaws of the Company shall be amended and restated to conform to the bylaws of Merger Sub I as in effect immediately prior to the Effective Time except that the name of the Surviving Corporation shall be FLIR Systems, Inc. and as such shall be the bylaws of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and applicable Law.
(c) The directors of Merger Sub I immediately prior to the Effective Time shall, from and after the Effective Time, be the directors of the Surviving Corporation, and the officers of Merger Sub I immediately prior to the Effective Time shall, from and after the Effective Time, be the officers of the Surviving Corporation, in each case until their respective successors shall have been duly elected or appointed and qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylaws and applicable Law.
Merger I. On the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Merger I Effective Time, (a) Merger Sub I will merge with and into Company, and (b) the separate existence of Merger Sub I will cease and Company will continue its corporate existence as the surviving corporation in Merger I (the “Merger I Surviving Corporation”).
Merger I. The Certificate of Formation and Limited Liability Company Agreement of GAPCO Blocker as in effect immediately preceding Effective Time I shall remain unchanged as a result of Merger I and shall continue as the Certificate of Formation and Limited Liability Company Agreement of Surviving Entity I following Merger I.
Merger I. The Certificate of Formation of Xxxxxx LLC as in effect immediately preceding Effective Time I shall remain unchanged as a result of Merger I and shall continue as the Certificate of Formation of Surviving Entity I following Merger I.
Merger I. The Certificate of Formation and Limited Liability Company Agreement of GA Blocker as in effect immediately preceding Effective Time I shall remain unchanged as a result of Merger I and shall continue as the Certificate of Formation and Limited Liability Company Agreement of Surviving Entity I following Merger I.
Merger I. The Certificate of Formation of SL Temasek LLC as in effect immediately preceding Effective Time I shall remain unchanged as a result of Merger I and shall continue as the Certificate of Formation of Surviving Entity I following Merger I.
Merger I. Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the Arkansas Code (the “Arkansas Code”) and the DGCL, Merger Sub, at the Merger I Effective Time, shall be merged with and into the Company. As a result of Merger I, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the Intermediate Surviving Corporation.
Merger I. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with California Law at the Merger I Effective Time, Merger Sub I shall be merged with and into the Company, and the separate existence of Merger Sub I shall cease. The Company will continue as the surviving corporation in Merger I (together with its successors, the “Merger I Surviving Corporation”) and a wholly owned subsidiary of Parent.
Merger I. At the Effective Time, the certificate of incorporation of the Company shall be the certificate of incorporation of the Surviving Corporation. At the Effective Time, the bylaws of the Company shall be the bylaws of the Surviving Corporation.
Merger I. The directors of Merger Sub I immediately prior to the Effective Time shall, from and after the Effective Time, be the directors of the Surviving Corporation, and the officers of Merger Sub I immediately prior to the Effective Time shall, from and after the Effective Time, be the officers of the Surviving Corporation, in each case until their respective successors shall have been duly elected or appointed and qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylaws and applicable Law.
