Common use of Organizational Documents of the Surviving Corporation Clause in Contracts

Organizational Documents of the Surviving Corporation. At the Effective Time, the certificate of incorporation and the bylaws of the Surviving Corporation shall be amended and restated to be in the form of the certificate of incorporation and bylaws of Merger Sub as of the date of this Agreement, except that the name of the Surviving Corporation shall be changed, until such certificate of incorporation and bylaws are thereafter amended and restated, subject to Section 6.10(b), in accordance with their respective terms and applicable Law.

Appears in 2 contracts

Samples: Merger Agreement (EQT Corp), Merger Agreement (Rice Energy Operating LLC)

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Organizational Documents of the Surviving Corporation. At the Effective Time, by virtue of the Merger and without any action on the part of the parties hereto, the certificate of incorporation and the bylaws of the Surviving Corporation shall be amended and restated in their entirety to be in the form of identical to the certificate of incorporation and bylaws of Merger Sub Sub, as of in effect immediately prior to the date of this AgreementEffective Time, except that the name of the Surviving Corporation shall be changedchanged to the current name of the Company, until such certificate of incorporation and bylaws are thereafter duly amended and restated, subject to Section 6.10(b), in accordance with their respective terms and as provided therein or by applicable Law.

Appears in 2 contracts

Samples: Merger Agreement (ironSource LTD), Merger Agreement (Signet Jewelers LTD)

Organizational Documents of the Surviving Corporation. At the Effective Time, the certificate of incorporation and the bylaws of the Surviving Corporation shall be amended and restated to be in the form of the certificate of incorporation and bylaws of Merger Sub as of the date of this Agreement, except that the name of the Surviving Corporation shall be changed, Agreement until such certificate of incorporation and bylaws are thereafter amended and restated, subject to Section 6.10(b8.12(a), in accordance with their respective terms and applicable Law.

Appears in 2 contracts

Samples: Merger Agreement, Merger Agreement (C&J Energy Services, Inc.)

Organizational Documents of the Surviving Corporation. At Unless and until amended in accordance with applicable Law and the Effective Timeterms of this Agreement, subject to and without limiting Section 7.08, the certificate of incorporation and of the bylaws Corporation as in effect immediately prior to the Effective Time shall be the certificate of limited incorporation of the Surviving Corporation shall be amended and restated to be in the form of the certificate of incorporation and bylaws of Merger Sub as in effect immediately prior to the Effective Time shall be the bylaws of the date of this Agreement, except that Corporation following the name of the Surviving Corporation shall be changed, until such certificate of incorporation and bylaws are thereafter amended and restated, subject to Section 6.10(b), in accordance with their respective terms and applicable LawEffective Time.

Appears in 1 contract

Samples: Merger Agreement (Heico Corp)

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Organizational Documents of the Surviving Corporation. At the Effective Time, the certificate of incorporation of the Company shall be amended and restated in the form attached hereto as Exhibit E hereto (the “A&R Certificate of Incorporation”), until duly amended or repealed in accordance with the provisions thereof and of Law and the bylaws of the Surviving Corporation Company shall be amended and restated to be conform to the bylaws of Merger Sub as in effect immediately prior to the form Effective Time, until duly amended in accordance with the provisions of the certificate of incorporation and bylaws of Merger Sub as of the date of this Agreement, except that the name of the Surviving Corporation shall be changedCorporation, until such certificate of incorporation bylaws and bylaws are thereafter amended and restated, subject to Section 6.10(b), in accordance with their respective terms and applicable Law.

Appears in 1 contract

Samples: Merger Agreement (Vroom, Inc.)

Organizational Documents of the Surviving Corporation. At (a) The certificate of incorporation of the Effective Time, Company shall be the certificate of incorporation and of the Surviving Corporation, until thereafter changed or amended as provided therein or by applicable Law. (b) The bylaws of Merger Sub as in effect immediately prior to the Effective Time shall become the bylaws of the Surviving Corporation shall be amended and restated to be in at the form of the certificate of incorporation and bylaws of Merger Sub as of the date of this AgreementEffective Time, except that the name of all references to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation shall be changedCorporation, until such certificate of incorporation and bylaws are thereafter changed or amended and restated, subject to Section 6.10(b), in accordance with their respective terms and as provided therein or by applicable Law.

Appears in 1 contract

Samples: Merger Agreement (Alexza Pharmaceuticals Inc.)

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