Articles of Association; Directors and Officers Sample Clauses

Articles of Association; Directors and Officers. Vistula has delivered to Buyer true and correct copies of the articles of association of Vistula, including all amendments thereto, as in effect on the date hereof. The minute book of Vistula contains accurate records of all meetings and consents in lieu of meetings of the board of directors of Vistula (and any committees thereof, whether permanent or temporary) and of its stockholders since the date of its incorporation, and such records accurately reflect all transactions referred to in such minutes and consents. The stock book of Vistula accurately reflects record ownership of Vistula's capital stock. Buyer has been provided with a copy of or access to such minutes or consents and stock book. Schedule 2.4 hereto sets forth a list of the directors and officers of Vistula.
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Articles of Association; Directors and Officers. Cardlink has delivered to Buyer true and correct copies of the articles of association of Cardlink, including all amendments thereto, as in effect on the date hereof. The minute book of Cardlink contains accurate records of all meetings and consents in lieu of meetings of the board of directors of Cardlink (and any committees thereof, whether permanent or temporary) and of its stockholders since the date of its incorporation, and such records accurately reflect all transactions referred to in such minutes and consents. The stock book of Cardlink accurately reflects record ownership of Cardlink's capital stock. Buyer has been provided with a copy of or access to such minutes or consents and stock book. Schedule 3.5 hereto sets forth a list of the directors and officers of Cardlink.
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Articles of Association; Directors and Officers. (a) The Articles of Association of the Company ("Satzung") shall be amended and restated as of the Effective Time in the manner specified by Parent. (b) The managing directors ("Gescheftsfuehrer") of the Company immediately after the Effective Time shall be those Persons designated by Parent in its sole discretion. 1.5
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Articles of Association; Directors and Officers. (a) Articles of Association and Memorandum of Association. Cellvine has made available to Parent the Articles of Association of Cellvine, as in effect as of the date hereof (the “Articles”). Simultaneously with the Effective Time, Parent, in its capacity as sole shareholder of the Surviving Company, shall take all necessary actions required to convert all Cellvine Preferred Stock into Cellvine Ordinary Shares and adopt Amended and Restated Articles of Association as determined by Cellvine (the “Amended Articles”) and such Amended Articles shall be the Articles of Association of the Surviving Company from and after the Effective Time until further amended in accordance with applicable law.
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Articles of Association; Directors and Officers 
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Related to Articles of Association; Directors and Officers

  • Articles of Incorporation; Bylaws; Directors and Officers At the Effective Time:

  • 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; By-laws; Directors and Officers (a) The certificate of incorporation of Acquisition Corp. as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit A hereto, shall be the certificate of incorporation of the Surviving Corporation (the “Certificate of Incorporation”) from and after the Effective Time until thereafter changed or amended as provide therein or in accordance with applicable law.

  • Articles of Incorporation and Bylaws; Directors and Officers Unless otherwise determined by Parent and the Company prior to the Effective Time:

  • Certificate of Incorporation and Bylaws; Directors and Officers Unless otherwise determined by Parent prior to the Effective Time:

  • Board of Directors and Officers The directors and corporate officers of Buyer Sub immediately prior to the Effective Time shall continue to be the directors and corporate officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation, until their respective successors are duly elected or appointed (as the case may be) and qualified.

  • Charter Documents Directors and Officers (a) The charter of the Acquiring Fund as in effect immediately prior to the Effective Time shall continue in full force and effect as the charter of the Surviving Corporation until duly amended in accordance with the provisions thereof and applicable law.

  • Directors and Officers of Surviving Corporation The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, each to hold office in accordance with the bylaws of the Surviving Corporation.

  • Indemnification of Company, Directors and Officers Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

  • Resignation of Directors and Officers The directors and officers of the Company in office immediately prior to the Effective Time shall have resigned as directors and officers of the Surviving Corporation effective immediately following the Effective Time.

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