Common use of Surviving Corporation Matters Clause in Contracts

Surviving Corporation Matters. (a) At the Effective Time, the certificate of incorporation of the Company shall be amended and restated to read in its entirety as set forth on Exhibit A hereto, and as so amended and restated shall be the certificate of incorporation of the Surviving Corporation until further amended in accordance with applicable Law. (b) At the Effective Time, the bylaws of the Surviving Corporation shall be amended and restated to read in their entirety as the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that the references to Merger Sub’s name shall be replaced by references to the name set forth in the form of certificate of incorporation as set forth on Exhibit A hereto, until further amended in accordance with the provisions thereof and applicable Law. (c) From and after the Effective Time, until their successors have been duly elected or appointed and qualified, or until their earlier death, resignation, incapacity or removal: (i) the directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation; and (ii) the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Nexstar Media Group, Inc.), Agreement and Plan of Merger (Tribune Media Co)

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Surviving Corporation Matters. (a) At the Effective Time, the certificate of incorporation of the Company Surviving Corporation shall be amended and restated to read in its entirety as set forth on in Exhibit A heretoA, and as so amended and restated shall be the certificate of incorporation of the Surviving Corporation until further amended in accordance with applicable Law. (b) At the Effective Time, the bylaws of the Surviving Corporation shall be amended and restated to read in their entirety as the bylaws of Merger Sub as in effect immediately prior to the Effective Time, in the form attached hereto as Exhibit B, except that the references to Merger Sub’s name shall be replaced by references to “Resolute Forest Products Inc.”, and as so amended and restated shall be the name set forth in bylaws of the form of certificate of incorporation as set forth on Exhibit A hereto, Surviving Corporation until further amended in accordance with the provisions thereof and applicable Law. (c) From and after the Effective Time, until their successors have been duly elected or appointed and qualified, or until their earlier death, resignation, incapacity or removal: (i) the directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation; Corporation and (ii) the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Domtar CORP), Merger Agreement (Resolute Forest Products Inc.)

Surviving Corporation Matters. (a) At the Effective Time, the certificate of incorporation of the Company shall be amended and restated to read in its entirety as set forth on Exhibit A B hereto, and as so amended and restated shall be the certificate of incorporation of the Surviving Corporation until further amended in accordance with applicable Law. (b) At the Effective Time, the bylaws of the Surviving Corporation shall be amended and restated to read in their entirety as the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that the references to Merger Sub’s name shall be replaced by references to the name set forth in the form of certificate of incorporation as set forth on Exhibit A B hereto, until further amended in accordance with the provisions thereof and applicable Law. (c) From and after the Effective Time, until their successors have been duly elected or appointed and qualified, or until their earlier death, resignation, incapacity or removal: (i) the directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation; Corporation and (ii) the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Sinclair Broadcast Group Inc), Merger Agreement (Tribune Media Co)

Surviving Corporation Matters. (a) At the Effective Time, the certificate of incorporation of the Company shall be amended and restated to read in its entirety as set forth on Exhibit A hereto, and as so amended and restated shall be the certificate of incorporation of the Surviving Corporation until further amended in accordance with applicable Law. (b) At the Effective Time, the bylaws of the Surviving Corporation shall be amended and restated to read in their entirety as the bylaws of Merger Sub Purchaser as in effect immediately prior to the Effective Time, except that the references to Merger SubPurchaser’s name shall be replaced by references to the name set forth in the form of certificate of incorporation as set forth on Exhibit A hereto“Time Inc.”, until further amended in accordance with the provisions thereof and applicable Law. (c) From The Parties shall take all necessary action such that, from and after the Effective Time, until their successors have been duly elected or appointed and qualified, or until their earlier death, resignation, incapacity or removal: (i) the directors of Merger Sub Purchaser immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation; Corporation and (ii) the officers of the Company Purchaser immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Time Inc.), Merger Agreement (Meredith Corp)

Surviving Corporation Matters. (a) At the Effective Time, the certificate of incorporation of the Company shall be amended and restated to read in its entirety as set forth on Exhibit A B hereto, and as so amended and restated shall be the certificate of incorporation of the Surviving Corporation until further amended in accordance with applicable Law. (b) At the Effective Time, the bylaws of the Surviving Corporation shall be amended and restated to read in their entirety as the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that the references to Merger Sub’s 's name shall be replaced by references to the name set forth in the form of certificate of incorporation as set forth on Exhibit A hereto, until further amended in accordance with the provisions thereof and applicable Law.on (c) From and after the Effective Time, until their successors have been duly elected or appointed and qualified, or until their earlier death, resignation, incapacity or removal: (i) the directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation; Corporation and (ii) the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement, Agreement and Plan of Merger

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Surviving Corporation Matters. (a) At the Effective Time, the certificate of incorporation of the Company Surviving Corporation shall be amended and restated to read in its entirety as set forth on in Exhibit A heretoA, and as so amended and restated shall be the certificate of incorporation of the Surviving Corporation until further amended in accordance with applicable Law. (b) At the Effective Time, the bylaws of the Surviving Corporation shall be amended and restated to read in their entirety as the bylaws of Merger Sub as in effect immediately prior to the Effective Time, in the form attached hereto as Exhibit B, except that the references to Merger Sub’s name shall be replaced by references to “Domtar Corporation”, and as so amended and restated shall be the name set forth in bylaws of the form of certificate of incorporation as set forth on Exhibit A hereto, Surviving Corporation until further amended in accordance with the provisions thereof and applicable Law. (c) From and after the Effective Time, until their successors have been duly elected or appointed and qualified, or until their earlier death, resignation, incapacity or removal: (i) the directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation; Corporation and (ii) the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Domtar CORP)

Surviving Corporation Matters. (a) At the Effective Time, the certificate articles of incorporation of the Company shall be amended and restated to read in its entirety as set forth on Exhibit A B hereto, and as so amended and restated shall be the certificate articles of incorporation of the Surviving Corporation until further amended in accordance with applicable Law. (b) At the Effective Time, the bylaws of the Surviving Corporation shall be amended and restated to read in their entirety as the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that the references to Merger Sub’s name shall be replaced by references to the name set forth in the form of certificate articles of incorporation as set forth on Exhibit A B hereto, until further amended in accordance with the provisions thereof and applicable Law. (c) From and after the Effective Time, until their successors have been duly elected or appointed and qualified, or until their earlier death, resignation, incapacity or removal: (i) the directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation; and (ii) the officers of the Company Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case in accordance with the certificate articles of incorporation and bylaws of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Gray Television Inc)

Surviving Corporation Matters. (a) At the Effective Time, the certificate of incorporation of the Company shall be amended and restated to read in its entirety as set forth on in Exhibit A hereto, and as so amended and restated shall be the certificate of incorporation of the Surviving Corporation until further amended in accordance with applicable Law. (b) At the Effective Time, the bylaws of the Surviving Corporation shall be amended and restated to read in their entirety as the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that the references to Merger Sub’s name shall be replaced by references to “Covanta Holding Corporation”, and as so amended and restated shall be the name set forth in bylaws of the form of certificate of incorporation as set forth on Exhibit A hereto, Surviving Corporation until further amended in accordance with the provisions thereof and applicable Law. (c) From and after the Effective Time, until their successors have been duly elected or appointed and qualified, or until their earlier death, resignation, incapacity or removal: (i) the directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation; and (ii) the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Covanta Holding Corp)

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