Surviving Corporation Matters. (a) At the Effective Time, the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, but as amended as set forth on Exhibit A hereto, shall be the certificate of incorporation of the Surviving Corporation until further amended in accordance with applicable Law.
Surviving Corporation Matters. (a) At the Effective Time, the articles of incorporation of the Company shall be amended and restated to read in their entirety in a form reasonably acceptable to Parent (subject to Section 6.3), and as so amended and restated shall be the articles of incorporation of the Surviving Corporation until further amended in accordance with applicable Law.
Surviving Corporation Matters. 17 Section 2.5 Effect of the Merger on Capital Stock of the Company and Merger Sub 17 Section 2.6 Certain Adjustments 18 Section 2.7 Appraisal Shares 18 Section 2.8 Exchange of Company Stock 19 Section 2.9 Further Assurances 21 Section 2.10 Treatment of Company Equity Awards 21 Section 2.11 Treatment of Company Warrants 22 Section 2.12 Withholding 22 ARTICLE III
Surviving Corporation Matters. (a) (a) From and after the Effective Time, the Surviving Corporation shall maintain a board of directors that is comprised of directors with the necessary classification to satisfy any regulatory or defense procurement requirements as required under Israeli Law.
Surviving Corporation Matters. 24 Section 2.5 Effect of the Merger on Capital Stock of the Company and Merger Sub 24 Section 2.6 Certain Adjustments 25 Section 2.7 Appraisal Shares 25 Section 2.8 Payment for Company Stock 25 Section 2.9 Further Assurances 28 Section 2.10 Treatment of Company Awards 28 Section 2.11 Withholding 30 Section 2.12 Escrow Deposit and Release 30 Section 2.13 FIRPTA Certificate 30 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY Section 3.1 Corporate Existence and Power 31 Section 3.2 Corporate Authorization 31 Section 3.3 Governmental Authorization 32 Section 3.4 Non-Contravention 32 Section 3.5 Capitalization 33 Section 3.6 Subsidiaries 34 Section 3.7 SEC Filings; the Xxxxxxxx-Xxxxx Act; Related Party Transactions 35 Section 3.8 Financial Statements 36 Section 3.9 Information Supplied 37 Section 3.10 Absence of Certain Changes 37 Section 3.11 No Undisclosed Material Liabilities 37 Section 3.12 Compliance with Laws and Court Orders; Governmental Authorizations 38 Section 3.13 Litigation 38 Section 3.14 Properties 38 Section 3.15 Intellectual Property 40 Section 3.16 Data Privacy and Security 42 Section 3.17 Taxes 42 Section 3.18 Employee Benefit Plans 44 Section 3.19 Employees; Labor Matters 47 Section 3.20 Environmental Matters 48 Section 3.21 Material Contracts 49 Section 3.22 Customers; Suppliers 51 Section 3.23 Finders’ Fee, etc 52 Section 3.24 Opinion of Financial Advisor 52 Section 3.25 Antitakeover Statutes 52 Section 3.26 Certain Business Practices 52 Section 3.27 Insurance 53 Section 3.28 Aboriginal Matters 53 Section 3.29 No Additional Representations; Acknowledgment 53
Surviving Corporation Matters. The Surviving Corporation may maintain its current branding, sales territory, product mix, management team, employee headcount, and facilities for at least two (2) years following the Closing Date. The Surviving Corporation may continue its work plan on diversity, equity, inclusion, and justice for no less than one (1) year following the Closing Date.
Surviving Corporation Matters. 2.1 The Certificate of Incorporation 3 2.2 The By-Laws 3 2.3 Directors and Officers of Surviving Corporation 3 ARTICLE III Merger Consideration; Effect of the Merger on Capital Stock; Exchange of Certificates
Surviving Corporation Matters
