Organizational Documents of Surviving Corporation. (a) At the Effective Time, subject to the provisions of Section 5.11, the articles of incorporation of the Company shall be amended in their entirety as set forth in Exhibit B to this Agreement, and as so amended shall become the articles of incorporation of the Surviving Corporation until thereafter amended in accordance with the applicable provisions of Washington Law and such articles of incorporation.
Organizational Documents of Surviving Corporation. At the Second Effective Time, the certificate of incorporation of the Surviving Corporation shall be in the form attached to this Agreement as Exhibit E, until, subject to Section 5.10(a), thereafter changed or amended as provided therein or by applicable Law. As of the Second Effective Time, the name of the Surviving Corporation will be Cancer Prevention Pharmaceuticals, Inc. At the Second Effective Time, the bylaws of the Surviving Corporation shall be amended to read in their entirety as the bylaws of Merger Sub II (except that references to the name of Merger Sub II shall be replaced by references to the name of the Surviving Corporation), until, subject to Section 5.10(a), thereafter amended in accordance with applicable Law.
Organizational Documents of Surviving Corporation. At the Effective Time, the Certificate of Incorporation and Bylaws of Merger Sub, each as in effect immediately prior to the Effective Time, shall cease. The Articles of Incorporation of Purchaser, as amended and restated prior to the Effective Time in accordance with this Section 1.4, and the Bylaws of Purchaser, both as in effect immediately prior to the Effective Time, shall become the respective Articles of Incorporation and Bylaws of the Surviving Corporation. Promptly after the date of this Agreement, the Parties agree to negotiate in good faith (i) a mutually acceptable amended and restated Articles of Incorporation and (ii) a mutually acceptable amended and restated Bylaws of Purchaser, both in customary forms suitable for a wholly-owned subsidiary of a publicly listed U.S. company. The amended and restated Articles of Incorporation of Purchaser shall be filed with the Secretary of State of the State of Nevada and shall be effective prior to the filing and the effectiveness of the Articles of Merger.
Organizational Documents of Surviving Corporation. The provisions with respect to indemnification contained in the Organizational Documents of the Surviving Corporation shall contain provisions with respect to indemnification no less favorable than those set forth in the Organizational Documents of Total on the date of this Agreement, which provisions shall not be amended, repealed or otherwise modified for a period of six years after the Effective Time in any manner that would adversely affect the rights thereunder of individuals who at any time prior to the Effective Time were directors or officers of Total in respect of actions or omissions occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement), unless such modification is required by Law.
Organizational Documents of Surviving Corporation. At the Effective Time, the certificate of incorporation and bylaws of Purchaser, each as in effect immediately prior to the Effective Time, shall be amended and restated to read in their entirety in the form of the certificate of incorporation and bylaws of Merger Sub, in each case as in effect immediately prior to the Effective Time, respectively (except that the name of the corporation shall be changed to “Evo Acquisition Corp.”) and, as so amended and restated, shall be the certificate of incorporation and bylaws of the Surviving Corporation until the same may be thereafter further amended and/or restated in accordance with their terms and the Delaware Act.
Organizational Documents of Surviving Corporation. At the Effective Time, the Certificate of Incorporation and Bylaws of Purchaser, each as in effect immediately prior to the Effective Time, shall cease and the Certificate of Incorporation and Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall become the respective Certificate of Incorporation and Bylaws of the Surviving Corporation.
Organizational Documents of Surviving Corporation. At the Avian Merger Effective Time, (i) by virtue of the filing of the Avian Merger Certificate, the certificate of incorporation of Parent shall be amended (a) to change the name of Parent by deleting Article I thereof in its entirety and replacing it with the following: “Article I. The name of the Corporation is Aurora Innovation OpCo, Inc.” and (b) to insert the following provision as a new Article XV thereof: “Article XV: Any act or transaction by or involving the Corporation other than the election or removal of directors of the Corporation that requires for its adoption under the General Corporation Law or this Certificate of Incorporation the approval of the stockholders of the Corporation shall, pursuant to and in accordance with Section 251(g) of the General Corporation Law, require, in addition, the approval of the stockholders of that certain Delaware corporation initially incorporated under the name “Avian U Merger Holdco Corp.”, a Delaware corporation, or any successor thereto by merger, by the same vote that is required by the General Corporation Law or this Certificate of Incorporation, as the case may be”, and (ii) the bylaws of Parent in effect immediately prior to the Avian Merger Effective Time shall continue to be the bylaws of Parent until thereafter changed or amended as provided therein or by applicable Law. Promptly following the Avian Merger Effective Time, in accordance with Section 1.4(a)(iii), the certificate of incorporation of Parent shall be amended in the form of the Parent Charter Amendment attached hereto as Exhibit M.
Organizational Documents of Surviving Corporation. At the Effective Time, Pubco shall cause the certificate of incorporation and the bylaws of the Surviving Corporation to be amended and restated to read in their entirety as those of Merger Sub as in effect immediately prior to the Effective Time; provided, that references therein to the name and the authorized share capital of the Surviving Corporation shall be amended to be as reasonably determined by Parent.
Organizational Documents of Surviving Corporation. At the Merger Effective Time, Certificate of Incorporation of JWAC, as amended and restated prior to the Merger Effective Time in accordance with this Section 1.4, and the Bylaws of JWAC, both as in effect immediately prior to the Merger Effective Time, shall be the Certificate of Incorporation and Bylaws of the Surviving Corporation. Promptly after the Effective Date, the Parties agree to negotiate in good faith (i) a mutually acceptable amended and restated Certificate of Incorporation and (ii) a mutually acceptable amended and restated Bylaws of JWAC, both in customary forms suitable for a wholly owned subsidiary of a company publicly listed in the United States. The amended and restated Certificate of Incorporation of JWAC shall be filed with the Secretary of State of the State of Delaware and shall be effective prior to the filing and the effectiveness of the Certificate of Merger.
Organizational Documents of Surviving Corporation. At the Effective Time, the memorandum and articles of association of the Company shall be amended and restated so as to be identical to the memorandum and articles of association of Merger Sub, as in effect immediately prior to the Effective Time and shall be the memorandum and articles of association of the Surviving Corporation until thereafter amended as provided in its Organizational Documents and applicable Law.
