Certificate of Incorporation; By-laws; Directors and Officers. (a) The certificate of incorporation of Acquisition Corp. as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit A hereto, shall be the certificate of incorporation of the Surviving Corporation (the “Certificate of Incorporation”) from and after the Effective Time until thereafter changed or amended as provide therein or in accordance with applicable law.
Certificate of Incorporation; By-laws; Directors and Officers. (a) Unless otherwise determined by the Purchaser before the Effective Time, at the Effective Time the Certificate of Incorporation of the Purchaser, as in effect immediately before the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation.
Certificate of Incorporation; By-laws; Directors and Officers. (a) The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, attached as EXHIBIT B hereto, shall be the Certificate of Incorporation of the Surviving Corporation from and after the Effective Time until amended in accordance with applicable law.
Certificate of Incorporation; By-laws; Directors and Officers. (a) The Articles of Incorporation of the Company, as in effect immediately prior to the Effective Time, attached as Exhibit B hereto, as amended by the Certificate of Merger, shall be the Articles of Incorporation of the Surviving Corporation from and after the Effective Time until amended in accordance with applicable law and such Articles of Incorporation.
Certificate of Incorporation; By-laws; Directors and Officers. At the Effective Time:
Certificate of Incorporation; By-laws; Directors and Officers. Cause, permit or propose any amendments to the certificate of incorporation or bylaws of the Company or any Company Subsidiary or elect or appoint any new directors or officers;
Certificate of Incorporation; By-laws; Directors and Officers. Unless otherwise determined by the Parties before the Effective Time, at the Effective Time:
Certificate of Incorporation; By-laws; Directors and Officers. The Certificate of Incorporation of CIBER SUB, which is attached hereto as Exhibit C, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided therein and in accordance with the NJBCA. The By-laws of CIBER SUB in effect immediately prior to the Effective Time shall become the by-laws of the Surviving Corporation until thereafter amended as provided therein and under the NJBCA. The officers and directors of CIBER SUB immediately prior to the Effective Time shall be the officers and directors of the 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 Surviving Corporation's Certificate of Incorporation and By-laws and the NJBCA.
Certificate of Incorporation; By-laws; Directors and Officers. (a) At the Effective Time, the Restated Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the Restated Certificate of Incorporation of the Surviving Corporation until thereafter amended in accordance with Delaware Law and such Restated Certificate of Incorporation.
Certificate of Incorporation; By-laws; Directors and Officers. (a) At the Effective Time, the Certificate of Incorporation of the Surviving Corporation shall be amended and restated in its entirety to read in the form of the Certificate of Incorporation of the Acquisition Sub, as in effect immediately prior to the Effective Time, until thereafter amended in accordance with their terms and as provided by applicable Laws and this Agreement, except that, as of the Effective Time, Article I of such Certificate of Incorporation shall be amended to reflect the name of the Surviving Corporation designated by Parent.
