Certificate of Incorporation and Bylaws; Directors and Officers. (a) The Certificate of Incorporation of the Surviving Corporation shall be amended and restated immediately after the Effective Time to read as set forth on Exhibit B;
Appears in 14 contracts
Samples: Agreement and Plan of Merger (La Jolla Pharmaceutical Co), Agreement and Plan of Merger (Acelrx Pharmaceuticals Inc), Agreement and Plan of Merger (Tetraphase Pharmaceuticals Inc)
Certificate of Incorporation and Bylaws; Directors and Officers. (a) The Certificate of Incorporation of the Surviving Corporation shall be amended and restated immediately after the Effective Time to read as set forth on in Exhibit B;B.
Appears in 6 contracts
Samples: Agreement and Plan of Merger and Reorganization (Bookham, Inc.), Agreement and Plan of Merger and Reorganization (Opnext Inc), Agreement and Plan of Merger and Reorganization (Avanex Corp)
Certificate of Incorporation and Bylaws; Directors and Officers. (a) The Certificate of Incorporation of the Surviving Corporation shall be amended and restated immediately after in its entirety as of the Effective Time to read as set forth on conform to Exhibit B;B.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Quest Software Inc), Agreement and Plan of Merger (Quest Software Inc), Agreement and Plan of Merger (Quest Software Inc)
Certificate of Incorporation and Bylaws; Directors and Officers. (a) The Certificate of Incorporation of the Surviving Corporation shall be amended and restated immediately after the Effective Time to read as set forth on Exhibit B, and as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the terms thereof and applicable law;
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Innoviva, Inc.), Agreement and Plan of Merger (La Jolla Pharmaceutical Co), Agreement and Plan of Merger (La Jolla Pharmaceutical Co)
Certificate of Incorporation and Bylaws; Directors and Officers. (a) The Certificate of Incorporation of the Surviving Corporation shall be amended and restated immediately after at the Effective Time to read as set forth on Exhibit B;
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Advanced Photonix Inc), Agreement and Plan of Merger and Reorganization (Luna Innovations Inc)
Certificate of Incorporation and Bylaws; Directors and Officers. (a) The Certificate of Incorporation of the Surviving Corporation shall be amended and restated immediately after at the Effective Time to read as set forth on conform to Exhibit B;B.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Zilog Inc), Agreement and Plan of Merger (Ixys Corp /De/)
Certificate of Incorporation and Bylaws; Directors and Officers. (a) The Certificate of Incorporation of the Surviving Corporation shall be amended and restated immediately after at the Effective Time to read in its entirety as set forth on Exhibit B;
Appears in 2 contracts
Samples: Agreement and Plan of Merger (AutoWeb, Inc.), Agreement and Plan of Merger (AutoWeb, Inc.)
Certificate of Incorporation and Bylaws; Directors and Officers. (a) The Certificate of Incorporation of the Surviving Corporation shall be amended and restated immediately after in its entirety as of the Effective Time to read as set forth on conform to Exhibit B;C.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Conexant Systems Inc), Agreement and Plan of Merger (Acquicor Technology Inc)
Certificate of Incorporation and Bylaws; Directors and Officers. (a) The Certificate of Incorporation of the Surviving Corporation shall be amended and restated immediately after as of the Effective Time to read as set forth on conform to Exhibit B;B.
Appears in 1 contract
Certificate of Incorporation and Bylaws; Directors and Officers. (a) The Certificate of Incorporation of the Surviving Corporation shall be amended and restated immediately after the Effective Time to read as set forth on Exhibit B;; (b) The Bylaws of the Surviving Corporation shall be amended and restated immediately after the Effective Time to read as set forth on Exhibit C; 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. 1.8
Appears in 1 contract
Samples: Agreement and Plan of Merger (La Jolla Pharmaceutical Co)
