Governing Instruments of the Surviving Corporation Sample Clauses

The "Governing Instruments of the Surviving Corporation" clause defines which organizational documents—such as the certificate of incorporation and bylaws—will control the operations of the corporation that remains after a merger or similar transaction. Typically, this clause specifies whether the surviving entity will adopt its own existing governing documents, those of the other merging party, or a newly negotiated set. By clarifying which rules and structures will apply post-transaction, the clause ensures continuity and legal certainty for the management and governance of the surviving corporation.
Governing Instruments of the Surviving Corporation. At the Effective Time, the certificate of incorporation of Holdings shall be in the form set forth on Exhibit 2.3(a) (the “Holdings Charter”), and shall remain the certificate of incorporation of Holdings until thereafter amended as provided by the DGCL and the Holdings Charter. At the Effective Time, the bylaws of Holdings shall be amended and restated in the form set forth on Exhibit 2.3(b) (as so amended and restated, the “Holdings Bylaws”), and as so amended and restated, the Holdings Bylaws shall be the bylaws of Holdings until thereafter amended as provided by the DGCL, the Holdings Charter and the Holdings Bylaws.
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Governing Instruments of the Surviving Corporation. At the Effective Time, the certificate of formation of Lobos shall be in the form set forth on Exhibit 2.3(a) (the “Lobos Charter”), and shall remain the certificate of formation of the Surviving Corporation until thereafter amended as provided by the TCL and the Lobos Charter. At the Effective Time, the bylaws of the Surviving Corporation shall be in the form set forth on Exhibit 2.3(b) (the “Lobos Bylaws,” and together with the Lobos Charter, the “Lobos Charter Documents”), and shall remain the bylaws of Lobos until thereafter amended as provided by the TCL and the Lobos Charter Documents.
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Governing Instruments of the Surviving Corporation 
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Related to Governing Instruments of the Surviving Corporation

  • Bylaws of the Surviving Corporation The Bylaws of Company, as in effect immediately prior to the Effective Time, will be the Bylaws of the Surviving Corporation until thereafter amended in accordance with applicable law.

  • Certificate of Incorporation of the Surviving Corporation 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.

  • Certificate of Incorporation and By-laws of the Surviving Corporation (a) At the Effective Time, 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 Corporation until thereafter amended in accordance with the provisions thereof and applicable Law. (b) At the Effective Time, the by-laws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the by-laws of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and hereof and applicable Law.

  • Articles of Incorporation and Bylaws of the Surviving Corporation At the Effective Time, (i) the Articles of Incorporation of Company as in effect immediately prior to the Effective Time shall be the Articles of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Articles of Incorporation, and (ii) the Bylaws of Company as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by law, the Articles of Incorporation of the Surviving Corporation and such Bylaws.

  • Certificate of Incorporation and Bylaws of the Surviving Corporation (a) The certificate of incorporation of the Purchaser, 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 the provisions thereof and hereof and applicable law. (b) Subject to the provisions of Section 6.05 of this Agreement, the by-laws of the Purchaser in effect at the Effective Time shall be the by-laws of the Surviving Corporation, until thereafter amended in accordance with the provisions thereof and hereof and applicable law.