Articles of Incorporation; By-Laws; Directors and Officers. (a) The articles of incorporation of the Company as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit A hereto, shall be the articles of incorporation of the Surviving Corporation (the “Articles of Incorporation”) until thereafter changed or amended as provide therein or in accordance with applicable law.
(b) The by-laws of the Company as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit B hereto, shall be the by-laws of the Surviving Corporation (the “By-laws”) until thereafter changed or amended as provided therein or in accordance with applicable law.
(c) The individuals identified on Exhibit C hereto under the heading “Directors” shall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors shall have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Articles of Incorporation and By-laws. The individuals identified on Exhibit C hereto under the heading “Officers” shall, from and after the Effective Time, be the officers of the Surviving Corporation until their successors shall have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Articles of Incorporation and By-laws.
Articles of Incorporation; By-Laws; Directors and Officers. (a) With the exception of the name change as provided herein, the Articles of Incorporation of Purchaser as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit A hereto, shall continue to be the Articles of Incorporation of Purchaser (the “Articles of Incorporation”) from and after the Effective Time until thereafter changed or amended as provide therein or in accordance with applicable law.
(b) The by-laws of Purchaser as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit B hereto, shall continue to be the by-laws of the Purchaser (the “By-laws”) from and after the Effective Time until thereafter changed or amended as provided therein or in accordance with applicable law.
(c) One or more of the shareholders of the Company at the Effective Time shall be appointed the directors of the Purchaser and shall hold office from the Effective Time until their respective successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Articles of Incorporation and By-laws. One or more of the shareholders of the Company immediately prior to the Effective Time shall be appointed the officers of the Purchaser and shall hold office from the Effective Time until their respective successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Articles of Incorporation and By-laws.
(d) At the Effective Time as contemplated by Section 2.2 hereof, the officers and directors of the Purchaser designated on Exhibit C hereto shall resign, to be replaced by the officers and directors designated on Exhibit C hereto, who shall immediately take such offices or who shall take such offices upon compliance with the Federal Securities Laws, as the case may be. The appointment of new directors in accordance with the terms of this Section 2.3(d) shall be accomplished through the filling of vacancies in the Board of Directors of the Purchaser in compliance with the applicable provisions of the DGCL and the By-laws of the Purchaser and without the vote (by written consent or otherwise) of the shareholders of the Purchaser.
Articles of Incorporation; By-Laws; Directors and Officers. Cause, permit or propose any amendments to the articles of incorporation or bylaws of the Company or any Company Subsidiary or, except as required by applicable Law or rules of The NASDAQ Stock Market, elect or appoint any new directors or officers;
Articles of Incorporation; By-Laws; Directors and Officers. (a) The Articles of Incorporation of Acquisition in effect at the Effective Time shall be the Articles of Incorporation of the Surviving Corporation (except that such Articles of Incorporation shall be amended to provide that the name of the Surviving Corporation shall be changed) until thereafter amended in accordance with the provisions thereof and as provided by the SCBCA. The By-Laws of Acquisition in effect at the Effective Time shall be the By-Laws of the Surviving Corporation until thereafter amended in accordance with the provisions thereof, the Articles of Incorporation of the Surviving Corporation and the SCBCA.
(b) From and after the Effective Time and until their respective successors are duly elected or appointed and qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation's Articles of Incorporation and By-Laws, (i) the directors of Acquisition at the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of Acquisition at the Effective Time shall be the officers of the Surviving Corporation.
Articles of Incorporation; By-Laws; Directors and Officers. (a) The Articles of Incorporation of the Company, as in effect immediately prior to the Effective Time, attached as Exhibit B hereto, shall be the Articles of Incorporation of the Surviving Corporation from and after the Effective Time until further amended in accordance with applicable law.
(b) The By-laws of the Company, as in effect immediately prior to the Effective Time, attached as Exhibit C hereto, shall be the By-laws of the Surviving Corporation from and after the Effective Time until amended in accordance with applicable law, the Articles of Incorporation of the Surviving Corporation and such By-laws.
(c) The directors and officers listed in Exhibit D hereto shall be the directors and officers of the Surviving Corporation, and each shall hold his respective office or offices from and after the Effective Time (except, in the case of directors, as described in Section 6.4) until his successor shall have been elected and shall have qualified in accordance with applicable law, or as otherwise provided in the Articles of Incorporation or By-laws of the Surviving Corporation.
Articles of Incorporation; By-Laws; Directors and Officers. (a) At the Effective Time, the Articles of Incorporation of Company as in effect immediately before the Effective Time shall continue as the Articles of Incorporation of Company until thereafter amended as provided by law.
(b) At the Effective Time, the By-Laws of Company, as in effect immediately before the Effective Time, shall continue as the By-Laws of Company until thereafter amended as provided by law, the Articles of Incorporation of Company and such By-Laws.
(c) The board of directors of Company after the Effective Time shall be elected by written consent action of UEEC as the sole shareholder of Company entitled to vote thereon in lieu of an Annual or Special Meeting of Shareholders, to serve until their successors are duly elected or appointed and shall qualify. The officers of Company shall thereafter be elected by the newly elected Board of Directors and shall serve until their successors are duly elected or appointed and shall qualify.
Articles of Incorporation; By-Laws; Directors and Officers. (a) Unless otherwise determined by Parent before the Effective Time, at the Effective Time the Articles of Incorporation of Purchaser, as in effect immediately before 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.
(b) The By-Laws of Purchaser, as in effect immediately before the Effective Time, shall be the By-Laws of the Surviving Corporation until thereafter amended as provided by law, the Articles of Incorporation of the Surviving Corporation and such By-Laws.
(c) The directors of Purchaser immediately before the Effective Time will be the initial directors of the Surviving Corporation, and the officers of the Company immediately before the Effective Time will be the initial officers of the Surviving Corporation, in each case until their successors are elected or appointed and qualified. If, at the Effective Time, a vacancy shall exist on the Board of Directors or in any office of the Surviving Corporation, such vacancy may thereafter be filled in the manner provided by law.
Articles of Incorporation; By-Laws; Directors and Officers. Cause, permit or propose any amendments to the Articles of Incorporation or By-laws of the Company or elect or appoint any new directors or officers;
Articles of Incorporation; By-Laws; Directors and Officers. (a) The Articles of Incorporation of Acquisition Co. in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit C hereto (the “Articles of Incorporation”), and the by-laws of Acquisition Co. as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit D hereto (the “By-laws”), shall be the Articles of Incorporation and By-laws, respectively, of the Surviving Corporation from and after the Effective Time until thereafter changed or amended as provide therein or in accordance with applicable law.
(b) The Board of Directors and officers of Acquisition Co. immediately prior to the Effective Time shall serve as the Board of Directors and officers, respectively, of the Surviving Corporation and shall hold office from the Effective Time until their respective successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Articles of Incorporation and By-laws.
Articles of Incorporation; By-Laws; Directors and Officers. The Articles of Incorporation and By-Laws of Sub, as in effect at the Effective Time, shall continue in full force and effect as the Articles of Incorporation and By-Laws of the Surviving Corporation. The initial directors of the Surviving Corporation shall consist of the directors of Sub immediately prior to the Effective Time, who shall serve until their respective successors are duly elected and qualified. The initial officers of the Surviving Corporation shall consist of the officers of Sub immediately prior to the Effective Time, who shall serve until their respective successors are duly elected and qualified.
