Governing Documents of the Surviving Company. At the Effective Time, the certificate of formation and limited liability company agreement of Merger Sub, as in effect immediately prior to the Effective Time and attached hereto as Exhibit A and Exhibit B, respectively, shall be the certificate of formation and limited liability company agreement of the Surviving Company, until thereafter amended in accordance with applicable Law and the applicable provisions of such certificate of formation and limited liability company agreement.
Governing Documents of the Surviving Company. (a) At the Effective Time, the certificate of formation of the Company shall become the certificate of formation of the Surviving Company until thereafter amended in accordance with the applicable provisions of the MILLCA and such certificate of formation; provided that any such amendment shall be subject to the provisions of Section 8.1.
Governing Documents of the Surviving Company. At the Merger Effective Time, the memorandum and articles of association of Merger Sub as in effect immediately prior to the Merger Effective Time, as previously adopted in form mutually agreed by Rxxxx and the Target Companies, acting reasonably and in good faith, shall be the memorandum and articles of association of the Surviving Company until thereafter amended in accordance with its terms or applicable Law.
Governing Documents of the Surviving Company. At the Effective Time, (a) the Certificate of Incorporation of Merger Sub as in effect immediately prior to the Effective Time shall be the Certificate of Incorporation of the Surviving Company until thereafter amended in accordance with the terms thereof or as provided by Applicable Law, and (b) the by-laws of Merger Sub as in effect immediately prior to the Effective Time shall be the by-laws of the Surviving Company until thereafter amended in accordance with the terms thereof, the Certificate of Incorporation of the Surviving Company or as provided by Applicable Law; provided, however, in each case, that the name of the corporation set forth therein shall be changed to the name of the Surviving Company.
Governing Documents of the Surviving Company. At the Merger Effective Time, the certificate of incorporation and bylaws of SPAC, each as in effect immediately prior to the Merger 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 Merger Effective Time, respectively (except that the name of the corporation shall be changed to a name as the Company may determine) and, as so amended and restated, shall be the certificate of incorporation and bylaws of the Surviving Company until the same may be thereafter further amended and/or restated in accordance with their terms and the DGCL.
Governing Documents of the Surviving Company. At the Effective Time:
Governing Documents of the Surviving Company. 21 Section 2.03. Directors and Officers of the Surviving Company 21 Section 2.04. Conversion of Shares 22 Section 2.05. Dissenters’ Rights 23 Section 2.06. Surrender and Payment 23 Section 2.07. Company Stock Options 26
Governing Documents of the Surviving Company. At the Effective Time, by virtue of the Merger, the Governing Documents of Merger Sub in effect immediately prior to the Effective Time shall be the Governing Documents of the Surviving Company until amended in accordance with Applicable Law.
