Certificate of Incorporation and By-laws; Directors and Officers. At the Effective Time, unless otherwise jointly determined by Parent and the Company prior to the Effective Time:
Certificate of Incorporation and By-laws; Directors and Officers. (a) The Certificate of Incorporation of the Surviving Corporation in effect at the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. The By-laws of Sub in effect at the Effective Time will be the By-laws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.
Certificate of Incorporation and By-laws; Directors and Officers. The Certificate of Incorporation and By-Laws of the Company, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation and By-Laws of the Surviving Corporation immediately after the Effective Time and shall thereafter continue to be its Certificate of Incorporation and By-Laws until amended as provided therein and under the Delaware Law. The directors of the Merger Sub holding office immediately prior to the Effective Time shall be the directors of the Surviving Corporation immediately after the Effective Time.
Certificate of Incorporation and By-laws; Directors and Officers. (a) The Certificate of Incorporation of the Surviving Corporation immediately following the Effective Time shall be amended and restated to read in its entirety in the form attached as Exhibit A.
Certificate of Incorporation and By-laws; Directors and Officers. The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended and restated at the Effective Time so as to read in its entirety in the form set forth as EXHIBIT A hereto and, as so amended, shall be the Certificate of Incorporation of the Surviving Corporation immediately after the Effective Time. The By-Laws of Purchaser, as in effect immediately prior to the Effective Time, shall be the By-Laws of the Surviving Corporation immediately after the Effective Time and the directors of the Company shall submit their resignations at the Effective Time. The directors of Purchaser holding office immediately prior to the Effective Time shall be the directors of the Surviving Corporation immediately after the Effective Time. The officers of the Company holding office immediately prior to the Effective Time shall be the officers (holding the same offices as they held with the Company) of the Surviving Corporation immediately after the Effective Time until such time as their successors shall have been duly appointed.
Certificate of Incorporation and By-laws; Directors and Officers. Unless otherwise determined by the Company and Parent prior to the Effective Time and only to the extent that the shareholders of Parent affirmatively vote to take such actions described in (a) and (b) below:
Certificate of Incorporation and By-laws; Directors and Officers. The Restated Certificate of Incorporation of the Company shall be the Certificate of Incorporation of the Surviving Corporation immediately after the Effective Time. The By-Laws of Purchaser, as in effect immediately prior to the Effective Time, shall be the By-Laws of the Surviving Corporation immediately after the Effective Time and the directors of the Company shall submit their resignations at the Effective Time. The directors of Purchaser holding office immediately prior to the Effective Time shall be the directors of the Surviving Corporation immediately after the Effective Time. The officers of the Company, other than the Chairman of the Board, holding office immediately prior to the Effective Time shall be the officers (holding the same offices as they held with the Company) of the Surviving Corporation immediately after the Effective Time.
Certificate of Incorporation and By-laws; Directors and Officers. The Certificate of Incorporation and By-Laws of the Company, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation and By-Laws of the Surviving Corporation immediately after the Effective Time and shall thereafter continue to be its Certificate of Incorporation and By-Laws until amended as provided therein and under the Delaware Law. The directors and officers of the Merger Sub holding office immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation immediately after the Effective Time.
Certificate of Incorporation and By-laws; Directors and Officers. (a) The Certificate of Incorporation of the Surviving Corporation immediately following the Effective Time shall be amended and restated in its entirety, pursuant to the Certificate of Merger, so that such Certificate of Incorporation is identical to the Certificate of Incorporation of the Transitory Subsidiary immediately prior to the Effective Time, except that (i) the name of the corporation set forth therein shall be changed to the name of the Company and (ii) the identity of the incorporator shall be deleted.
Certificate of Incorporation and By-laws; Directors and Officers. (a) Articles of Incorporation and By-Laws. Sorrento has made available to Parent the Sorrento Certificate and Sorrento By-Laws, each as in effect at the date hereof. Simultaneously with the Effective Time, Parent, in its capacity as sole stockholder of the Surviving Company, shall take all necessary actions required to adopt an amended and restated certificate of incorporation and By-Laws of the Surviving Company, substantially in the form attached as Exhibit D hereto (the “Amended Charter Documents”), and such Amended Charter Documents shall be the charter documents of the Surviving Company from and after the Effective Time until further amended in accordance with applicable law.
