Parent Surviving Corporation. The certificate of incorporation and bylaws of Parent as in effect immediately prior to the Parent Effective Time shall become the certificate of incorporation and bylaws of the Parent Surviving Corporation until thereafter amended as provided therein and under the Delaware Law, except that the name of the Parent Surviving Corporation shall be changed to Kerr-XxXxx Xxxrating Corporation (or such other name as Holdco may determine) and such other changes as are required or permitted by Section 251(g) of the Delaware Law shall be made. The directors of Parent immediately prior to the Parent Effective Time will be the initial directors of the Parent Surviving Corporation and shall serve until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Parent Surviving Corporation's certificate of incorporation and bylaws and the Delaware Law. The officers of Parent immediately prior to the Parent Effective Time will be the initial officers of the Parent Surviving Corporation and shall serve until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Parent Surviving Corporation's certificate of incorporation and bylaws and the Delaware Law.
Parent Surviving Corporation. At the Effective Time, by virtue of the Parent Merger, the certificate of incorporation and bylaws of Parent Merger Sub as in effect immediately prior to the Effective Time shall be the certificate of incorporation and bylaws of Parent Surviving Corporation, from and after the Effective Time, until thereafter amended as provided therein or by applicable Law, except for such changes approved by Parent and the Company (such approval not to be unreasonably withheld, conditioned or delayed).
Parent Surviving Corporation. The directors of Parent Merger Sub immediately prior to the Effective Time shall be the directors of Parent Surviving Corporation from and after the Effective Time, each to hold office in accordance with the certificate of incorporation and the bylaws of Parent Surviving Corporation. The officers of Parent Merger Sub immediately prior to the Effective Time shall be the officers of Parent Surviving Corporation from and after the Effective Time, each to hold office in accordance with the certificate of incorporation and bylaws of Parent Surviving Corporation.
Parent Surviving Corporation. Not later than August 7, 2000, LLC and its members shall form LLC Holdings, which at such time shall hold all of the Members' Interests of LLC. At the Effective Time, LLC Holdings will merge with and into Superholdings in accordance with the terms set forth herein (one or more other parties, if any, that Public and Superholdings agree to be constituents in the Parent Merger, pursuant to the terms of a Sister Agreement may merge into Superholdings immediately following the merger of LLC Holdings into Superholdings). From and after the Effective Time, the separate existence of LLC Holdings and such other constituents shall cease to exist. Superholdings shall continue as the surviving corporation in the Parent Merger (the "Parent Surviving Corporation") and shall continue to be governed by the laws of the State of Delaware. (LLC shall continue as a subsidiary of Superholdings.)
