Surviving Corporation Certificate of Incorporation definition

Surviving Corporation Certificate of Incorporation has the meaning set forth in Section 2.5(a).

Surviving Corporation Certificate of Incorporation means the certificate of incorporation of the Company, as amended or restated from time to time and in effect immediately prior to the Effective Time.

Surviving Corporation Certificate of Incorporation has the meaning ascribed to it in Section 1.3(a).

Examples of Surviving Corporation Certificate of Incorporation in a sentence

• The officers of the Company in office immediately prior to the Effective Time will be the initial officers of the Surviving Corporation and will hold office from the Effective Time until their respective successors are duly elected and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation Certificate of Incorporation and Surviving Corporation Bylaws or otherwise as provided by applicable Law.

• The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Surviving Corporation Certificate of Incorporation and the Surviving Corporation Bylaws until such director’s successor is duly elected or appointed and qualified, or until the earlier of such director’s death, resignation or removal.

• The officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Surviving Corporation Certificate of Incorporation and the Surviving Corporation Bylaws until such officer’s successor is duly elected or appointed and qualified, or until the earlier of such officer’s death, resignation or removal.

• From and after the Effective Time, the directors of Merger Sub in office immediately prior to the Effective Time shall be the directors of the Surviving Corporation and shall continue to hold such office from the Effective Time until their respective successors are duly elected or appointed in the manner provided in the Surviving Corporation Certificate of Incorporation or bylaws of the Surviving Corporation or as otherwise provided by law or in the Stockholders Agreement.

• The information from the register will be passed on to the Chief Financial Officer.