Charter and By-laws of the Surviving Corporation. (a) At the Effective Time, the charter of the Company will be amended and restated so that the charter of the Surviving Corporation shall be substantially similar to the charter of Merger Sub as in effect immediately prior to the Effective Time, subject to Section 6.11(a), until thereafter amended in accordance with the provisions thereof and hereof and applicable Law.
Charter and By-laws of the Surviving Corporation. From and after the Effective Time and pursuant to the Agreement of Merger: (i) the Charter of the Surviving Corporation shall be the Charter of Acquisition Sub, unless and until altered, amended or repealed as provided in the Delaware Statute and such Charter, (ii) the by-laws of the Surviving Corporation shall be the by-laws of Acquisition Sub, unless and until altered, amended or repealed as provided in the Delaware Statute, the Charter or such by-laws, (iii) the directors of the Surviving Corporation shall be the directors of Acquisition Sub, unless and until removed, or until their respective terms of office shall have expired, in accordance with the Delaware Statute, the Charter and the by-laws of the Surviving Corporation, as applicable and (iv) the officers of the Surviving Corporation shall be the officers of Acquisition Sub, unless and until removed, or until their terms of office shall have expired in accordance with the Delaware Statute, the Charter and the by-laws of the Surviving Corporation, as applicable.
Charter and By-laws of the Surviving Corporation. Unless otherwise agreed by Parent and the Company, the charter and by-laws of the Company, as in effect immediately prior to the Effective Time, shall be the charter and by-laws of the Surviving Corporation until thereafter amended as provided therein or by applicable Law and subject to Section 5.7 hereof.
Charter and By-laws of the Surviving Corporation
