Certificate of Incorporation; Bylaws; Directors and Officers of the Surviving Corporation. Unless otherwise agreed by Alphabet and Abacus prior to the Closing, at the Effective Time:
Certificate of Incorporation; Bylaws; Directors and Officers of the Surviving Corporation. Unless otherwise agreed by Kroger and Xxxx Xxxxx prior to the Closing, at the Effective Time:
Certificate of Incorporation; Bylaws; Directors and Officers of the Surviving Corporation. (a) At the Effective Time, the Certificate of Incorporation of the Surviving Corporation shall be amended in its entirety to be identical to the Certificate of Incorporation of the 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) until thereafter changed or amended as provided therein or by applicable Laws.
Certificate of Incorporation; Bylaws; Directors and Officers of the Surviving Corporation. (a) At the Effective Time, Merger Corp.'s Certificate of Incorporation, a copy of which is attached to this Agreement as Exhibit A-1, shall be the certificate of incorporation of the Surviving Corporation at and after the Effective Time (until amended as provided by law and by that certificate of incorporation).
Certificate of Incorporation; Bylaws; Directors and Officers of the Surviving Corporation. Unless otherwise agreed by the Company and Purchaser prior to the Closing, at the Effective Time:
Certificate of Incorporation; Bylaws; Directors and Officers of the Surviving Corporation. (a) The Certificate of Incorporation and Bylaws of Acquisition Sub, as in effect at the Effective Time, shall be (until amended or repealed as provided by law) the Certificate of Incorporation and Bylaws, respectively, of the surviving corporation.
Certificate of Incorporation; Bylaws; Directors and Officers of the Surviving Corporation. 2.1 The Articles of Incorporation of MAPICS-Georgia in effect immediately prior to the Effective Time of the Merger shall be the Articles of Incorporation of the Surviving Corporation unless and until amended as provided by law and by such Articles of Incorporation.
Certificate of Incorporation; Bylaws; Directors and Officers of the Surviving Corporation. (a) The certificate of incorporation and bylaws of Surviving Corporation, respectively, as of the Effective Time, shall be in the form to be provided by Acquisition Sub and Parent no later than one (1) Business Day prior to the Closing.
Certificate of Incorporation; Bylaws; Directors and Officers of the Surviving Corporation. (a) At the Effective Time, the Certificate of Incorporation of LMB, as in effect immediately prior to the Effective Time, shall become the Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable laws. At the Effective Time, the Bylaws of LMB, as in effect immediately prior to the Effective Time, shall become the Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein, in the Certificate of Incorporation of the Surviving Corporation or by applicable laws.
Certificate of Incorporation; Bylaws; Directors and Officers of the Surviving Corporation. At the Effective Time, (i) the certificate of incorporation of the Surviving Corporation will be amended and restated in its entirety as set forth in an exhibit to the Merger Agreement, (ii) the bylaws of Purchaser, as in effect immediately prior to Table of Contents the Effective Time, will be the bylaws of the Surviving Corporation and (iii) the directors and officers of Purchaser immediately prior to the Effective Time will be the initial directors and officers of the Surviving Corporation. Conditions to the Merger. The obligations of Salix, Purchaser and Santarus to effect the Merger are subject to the satisfaction or, to the extent permitted by applicable law, waiver of each of the following conditions: • Purchaser (or Salix on Purchaser’s behalf) will have accepted for payment all Shares validly tendered and not validly withdrawn pursuant to the Offer; and • no judgment preventing the consummation of the Merger will have been issued by any governmental authority of competent jurisdiction and remain in effect, and there will not be any law enacted or deemed applicable to the Merger that makes consummation of the Merger illegal.
