Surviving Corporation Certificate of Incorporation and Bylaws Sample Clauses

Surviving Corporation Certificate of Incorporation and Bylaws. The Certificate of Incorporation and By-Law of the Surviving Corporation shall be amended in their entirety pursuant to the Merger at the Effective Time to conform to the Certificate of Incorporation and By-Law of Merger Sub as in effect immediately prior to the Effective Time, except that the name of the Surviving Corporation shall be “AML COMMUNICATIONS, INC.”.
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Surviving Corporation Certificate of Incorporation and Bylaws. 5.1 The Certificate of Incorporation of the Delaware Entity in effect immediately prior to the Effective Date shall be the Certificate of Incorporation of the Surviving Corporation after the Merger and shall continue in full force and effect without further change or amendment until thereafter amended in accordance with the provisions thereof and applicable law. 5.2 The Bylaws of the Delaware Entity in effect immediately prior to the Effective Date shall constitute the bylaws of the Surviving Corporation without change or amendment until thereafter amended in accordance with the provisions thereof and applicable law.
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Surviving Corporation Certificate of Incorporation and Bylaws. The certificate of incorporation of Transatlantic, as in effect immediately prior to the Effective Time, shall be amended and restated at the Effective Time to read in the form of Exhibit A and, as so amended and restated, such certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. The bylaws of Transatlantic shall be amended and restated at the Effective Time to read in the form of Exhibit B and, as so amended and restated, such bylaws shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.
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Surviving Corporation Certificate of Incorporation and Bylaws. At the Effective Time, the certificate of incorporation of the Surviving Corporation shall be amended and restated pursuant to the Merger in its entirety as set forth on Exhibit A, until thereafter changed or amended as provided therein or by applicable Law. The name of the Surviving Corporation immediately after the Effective Time shall be “Sirona Dental Systems, Inc.” At the Effective Time, the bylaws of the Surviving Corporation shall be amended and restated in their entirety so as to be identical to the bylaws of Merger Sub as in effect immediately prior to the Effective Time (except that the name of the Surviving Corporation shall be reflected as “Sirona Dental Systems, Inc.”) until thereafter changed or amended as provided therein or by applicable Law.
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Surviving Corporation Certificate of Incorporation and Bylaws. The Certificate of Incorporation of Parent shall be amended immediately prior to the Effective Time, in substantially the form of Exhibit A attached hereto, and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. The Bylaws of Parent shall be amended immediately prior to the Effective Time, in substantially the form of Exhibit G attached hereto, and, as so amended, shall be the Bylaws of the Surviving Corporation from and after the Effective Time, until thereafter amended as provided therein or by applicable Law.
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Surviving Corporation Certificate of Incorporation and Bylaws thereafter changed or amended as provided therein or by applicable Law (subject to the provisions of Section 6.9(a)).
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Surviving Corporation Certificate of Incorporation and Bylaws. At the Effective Time, (i) the certificate of incorporation of the Company shall be amended and restated in its entirety to read as set forth on Annex B hereto (the "Amended Charter") (which certificate of incorporation shall include the provisions required by Section 6.9(a)), and such amended and restated certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law, and (ii) subject to Section 6.9(a), the bylaws of the Company shall be amended and restated in their entirety to read as set forth on Annex C hereof, and such amended and restated bylaws shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law.
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Surviving Corporation Certificate of Incorporation and Bylaws. Unless otherwise determined by Parent prior to the First Effective Time, the certificate of incorporation of the First-Step Surviving Corporation shall be amended and restated as of the First Effective Time to conform to the certificate of incorporation of Merger Sub I as in effect immediately prior to the First Effective Time. Unless otherwise determined by Parent prior to the First Effective Time, the bylaws of the First-Step Surviving Corporation shall be amended and restated as of the First Effective Time to conform to the bylaws of Merger Sub I as in effect immediately prior to the First Effective Time.
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Related to Surviving Corporation Certificate of Incorporation and Bylaws

  • Certificate of Incorporation and Bylaws of the Surviving Corporation (a) The certificate of incorporation of the Purchaser, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation, until thereafter amended in accordance with the provisions thereof and hereof and applicable law. (b) Subject to the provisions of Section 6.05 of this Agreement, the by-laws of the Purchaser in effect at the Effective Time shall be the by-laws of the Surviving Corporation, until thereafter amended in accordance with the provisions thereof and hereof and applicable law.

  • Certificate of Incorporation and Bylaws The Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation of its Certificate of Incorporation or Bylaws. Prior to the consummation of a Business Combination, the Company will not amend its Certificate of Incorporation without the prior written consent of EBC.

  • 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.

  • Articles of Incorporation and Bylaws The articles of incorporation and bylaws of the entity holding the charter shall provide for governance of the operation of the School as a nonprofit corporation and public charter school and shall at all times be consistent with all applicable law and this Certificate. The School shall notify the Authorizer of any modification to the Articles or Bylaws within five (5) business days of approval by the Charter Board.

  • Certificate of Incorporation and By Laws of the Surviving Corporation

  • Certificate of Incorporation and By-laws of the Surviving Corporation (a) At the Effective Time, the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and applicable Law. (b) At the Effective Time, the by-laws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the by-laws of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and hereof and applicable Law.

  • Certificate of Incorporation and Bylaws; Directors and Officers Unless otherwise determined by Parent prior to the Effective Time: (a) the Certificate of Incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to Exhibit B; (b) the Bylaws of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to the Bylaws of Merger Sub as in effect immediately prior to the Effective Time; and (c) the directors and officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are directors and officers of Merger Sub immediately prior to the Effective Time.

  • Certificate of Incorporation and By-Laws The Company has heretofore furnished to Parent a complete and correct copy of the Certificate of Incorporation and the By-laws or equivalent organizational documents, each as amended to date, of the Company and each Subsidiary. Such Certificates of Incorporation and By-Laws or equivalent organizational documents are in full force and effect, and neither the Company nor any Subsidiary is in violation of any provision thereof.

  • 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.

  • Certificate of Incorporation; Bylaws (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by Delaware Law and such Certificate of Incorporation. (b) The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended.

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