Charter and Bylaws of the Surviving Corporation. (a) The Charter of the Company as in effect immediately prior to the Effective Time shall be amended in its entirety substantially as provided in Exhibit B attached hereto, and, as so amended, shall be the Charter of the Surviving Corporation until duly amended.
Charter and Bylaws of the Surviving Corporation. (a) At the Effective Time, the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and applicable Law.
Charter and Bylaws of the Surviving Corporation. At the Effective Time, the certificate of incorporation of the Company shall be amended and restated, by virtue of the Merger, to read as set forth in Exhibit 2.3(a) hereto and shall be the certificate of incorporation of the Surviving Corporation (the “Surviving Corporation Charter”) and the bylaws of the Company shall be amended and restated, by virtue of the Merger, to read as set forth in Exhibit 2.3(b) hereto and shall be the bylaws of the Surviving Corporation (the “Surviving Corporation Bylaws”).
Charter and Bylaws of the Surviving Corporation. (a) At the Effective Time, the charter of Merger Sub as in effect immediately prior to the Effective Time shall be the charter of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and hereof and applicable Law, in each case consistent with the obligations set forth in Section 5.11; provided, however, that Article Second of the articles of incorporation of the Surviving Corporation shall be amended in its entirety to read as follows: “The name of the corporation is Allegheny Energy, Inc.”
Charter and Bylaws of the Surviving Corporation. From and after the Effective Time, the charter of the Company shall be the articles of incorporation of the Surviving Corporation (the “Charter”) until thereafter amended or supplemented in accordance with its terms and applicable law. From and after the Effective Time, the bylaws of Sub as in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation (the “Bylaws”) until thereafter amended in accordance with their terms, the Charter and applicable Law.
Charter and Bylaws of the Surviving Corporation. At the Effective Time and by virtue of the First Merger, the charter of the Company shall be amended so that it reads in its entirety as set forth on Exhibit A hereto. From and after the Effective Time, the charter of the Company as so amended shall be the charter of the Surviving Corporation until thereafter amended in accordance with its terms as provided therein and by Applicable Law. The bylaws of Merger Sub 1, as in effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Corporation from and after the Effective Time until thereafter amended in accordance with its terms as provided therein and by Applicable Law, except that the name of the corporation reflected therein shall be “Xxxxx Xxxxx Corp.”
Charter and Bylaws of the Surviving Corporation. The charter of Parent as in effect immediately prior to the Effective Time shall be the charter of the Surviving Corporation. The bylaws of Parent as in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation.
Charter and Bylaws of the Surviving Corporation. At the Effective Time, the charter of the Company, as in effect immediately prior to the Effective Time, shall be amended as part of the Merger as set forth in Exhibit A attached hereto, which shall be attached to the Articles of Merger, and as so amended as part of the Merger will be the charter of the Surviving Corporation (the “Charter”) until thereafter amended, supplemented, corrected or restated. The Parties shall take all necessary action such that the bylaws of the Surviving Corporation in effect from and after the Effective Time shall be amended and restated as of the Effective Time to be in the form of the bylaws of Merger Sub, as in effect immediately prior to the Effective Time (except that references to the name of Merger Sub shall be replaced by references to the name of the Surviving Corporation) (the “Bylaws”), until thereafter amended, supplemented or restated.
Charter and Bylaws of the Surviving Corporation. 2.1. The Certificate of Incorporation. The certificate of incorporation of Cicero in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation, until amended in accordance with the provisions provided therein or applicable law.
Charter and Bylaws of the Surviving Corporation. 2.1. The Charter. The charter of the Company as in effect immediately prior to the Effective Time shall be the Charter of the Surviving Corporation (the "Charter"), until duly amended as provided therein or by applicable law, except that (i) Article Fifth of the Charter shall be amended to read in its entirety as follows: "The name and address of the resident agent of the Corporation in this state are James J. Hanks, Jr., 300 Eaxx Xxxxxxx Xxxxxx, Baxxxxxxx, Xxxxxxxx 00000, (xx) Xxxxxxx Xxxxx xx xxx Charter shall be amended to read in its entirety as follows: "The aggregate number of shares that the Corporation shall have the authority to issue is 1,000 shares of Common Stock, par value $1.00 per share", and (iii) Article Seventh shall be deleted in its entirety with all subsequent Articles renumbered accordingly.
