Certificate of Incorporation; Bylaws; Directors and Officers. (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 Delaware Law and such Certificate of Incorporation.
Certificate of Incorporation; Bylaws; Directors and Officers. At the Effective Time:
Certificate of Incorporation; Bylaws; Directors and Officers. 2.3 The Certificate of Incorporation of the Surviving Company from and after the Closing shall be the Certificate of Incorporation of the Acquirer until thereafter amended in accordance with the provisions therein and as provided by the applicable provisions of the State Corporation Law. The Bylaws of the Surviving Company from and after the Closing shall be the Bylaws of THC as in effect immediately prior to the Closing, continuing until thereafter amended in accordance with their terms, the Certificate of Incorporation of the Surviving Company and as provided by the State Corporation Law. The Directors of the Acquirer at the Effective Time shall continue to be the Directors of the Surviving Company.
Certificate of Incorporation; Bylaws; Directors and Officers. (a) The certificate of incorporation of the Surviving Corporation shall be amended at the Effective Time so as to read in its entirety as set forth on Exhibit I until amended in accordance with the provisions thereof and Applicable Law.
Certificate of Incorporation; Bylaws; Directors and Officers. (a) The certificate of incorporation of Merger Sub in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable Law.
Certificate of Incorporation; Bylaws; Directors and Officers. At the Effective Time, a Certificate of Incorporation of the Corporation shall be filed with the Secretary of State of the State of Delaware in substantially in the form attached hereto as Exhibit B (the “Certificate of Incorporation”). From and after the Effective Time, the LLC Agreement shall terminate and no longer govern the affairs of the Corporation, but instead the affairs of the Corporation shall be conducted under the bylaws of the Corporation, substantially in the form of Exhibit C attached hereto, and the Certificate of Incorporation. The directors and officers of the Corporation immediately after the Effective Time shall be those individuals who are set forth on Exhibit D attached hereto. The LLC and, after the Effective Time, the Corporation and its board of directors shall take such actions as to cause each of such individuals to be appointed as a director and/or officer, as the case may be, of the Corporation
Certificate of Incorporation; Bylaws; Directors and Officers. (a) Unless otherwise determined by Purchaser, Parent and the Company before the Effective Time, at the Effective Time the Certificate of Incorporation of 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; Bylaws; Directors and Officers. Section 2.04. Conversion of Shares
Certificate of Incorporation; Bylaws; Directors and Officers. Upon consummation of the LCE Holdco Merger, the Certificate of Incorporation, Bylaws, directors and officers of LCE Intermediate Holdings, as the surviving corporation of the LCE Holdco Merger, shall be the Certificate of Incorporation, Xxxxxx, directors and officers of the Company in effect or in office, as applicable, immediately prior to the LCE Holdco Merger.
Certificate of Incorporation; Bylaws; Directors and Officers. Upon consummation of the LCE Intermediate Holdings Merger, the Certificate of Incorporation, Bylaws, directors and officers of the Company, as the surviving corporation of the LCE Intermediate Holdings Merger, shall be the Certificate of Incorporation, Bylaws, directors and officers of the Company in effect or in office, as applicable, immediately prior to the LCE Intermediate Holdings Merger.
