Articles of Incorporation; Bylaws; Directors and Officers. The Articles of Incorporation of Surviving Corporation, as amended by the Articles of Merger from and after the Effective Time shall be the Articles of Incorporation of the Company until thereafter amended in accordance with the provisions therein and as provided by the NRS. The Bylaws of the Surviving Corporation from and after the Effective Time shall be the Bylaws of the Company as in effect immediately prior to the Effective Time, continuing until thereafter amended in accordance with their terms and the Articles of Incorporation of the Surviving Corporation and as provided by the NRS. The directors of the Surviving Corporation shall be: Xxxxxx Xxxx, Xxxx Xxxxxx and Xxxxx Xxxxxxxx, until their successors are duly elected and qualified, and the officers of the Surviving Corporation shall be the officers of the Company holding such positions immediately prior to the Effective Time until their respective successors are duly appointed and qualified.
Articles of Incorporation; Bylaws; Directors and Officers. The Articles of Incorporation of the Surviving Company from and after the Closing shall be the Articles of Incorporation of CES as in effect immediately prior to the Closing until thereafter amended in accordance with the provisions therein and as provided by the applicable provisions of the FBCA. The Bylaws of the Surviving Company from and after the Closing shall be the Bylaws of CES as in effect immediately prior to the Closing, continuing until thereafter amended in accordance with their terms, the Articles of Incorporation of the Surviving Company and as provided by the FBCA. The directors and officers of the Surviving Company from and after the Closing shall be the directors and officers of CES immediately prior to the Closing.
Articles of Incorporation; Bylaws; Directors and Officers. (a) At the Effective Time, the articles of incorporation of the Surviving Corporation shall be the Articles of Incorporation of the Company as amended and restated as set forth in Exhibit A attached hereto which is incorporated herein by reference, until thereafter amended as provided by Law and such articles of incorporation.
(b) The Bylaws of Merger Sub, as in effect immediately before 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.
(c) The directors of Merger Sub immediately before the Effective Time will continue as the directors of the Surviving Corporation, and, except as Merger Sub may otherwise notify the Company in writing prior to the Effective Time, 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; Bylaws; Directors and Officers. At the Effective Time:
(a) The Articles of Incorporation of the Surviving Corporation from and after the Effective Time shall be the Articles of Incorporation of Newco until thereafter amended in accordance with the provisions therein and as provided by the applicable provisions of the Florida Business Corporation Act.
(b) The Bylaws of the Surviving Corporation from and after the Effective Time shall be the Bylaws of Newco in effect immediately prior to the Effective Time, continuing until thereafter amended in accordance with their terms and the Articles of Incorporation of the Surviving Corporation and as provided by the Florida Business Corporation Act.
(c) The initial director of the Surviving Corporation shall be Xxxxxx X. Xxxxxxx until his successor is elected and qualified, and the initial officers of the Surviving Corporation shall be the officers of the Company immediately prior to the Effective Time, with the addition of Xxxxxx X. Xxxxxxx as Assistant Secretary of the Surviving Corporation, in each case until their successors are duly elected and qualified.
Articles of Incorporation; Bylaws; Directors and Officers. (a) The Articles of Incorporation and Bylaws of Acquisition Subsidiary as in effect immediately prior to the Effective Time shall be and remain the Articles of Incorporation and Bylaws of the Surviving Corporation from and after the Effective Time until amended as provided by Law, except that the name of the Surviving Corporation shall be changed to "GBC Florida, Inc." at the Effective Time.
(b) The officers and directors of Acquisition Subsidiary shall continue as the officers and directors of the Surviving Corporation from and after the Effective Time, subject to the Bylaws of the Surviving Corporation and applicable Laws.
Articles of Incorporation; Bylaws; Directors and Officers. The Articles of Incorporation and Bylaws of the Company, as in effect immediately prior to the Effective Time, shall be the Articles of Incorporation and Bylaws of the Surviving Corporation. Following completion of the Second-Step Merger, the Articles of Incorporation and Bylaws of Merger Sub II, as in effect immediately prior to the Effective Time shall be the Articles of Incorporation and
Articles of Incorporation; Bylaws; Directors and Officers. Effects of the Merger......................................... 2
Articles of Incorporation; Bylaws; Directors and Officers. (a) The articles of incorporation of Sona, as in effect immediately prior to the Closing Date, attached as Exhibit C hereto, shall be the articles of incorporation from and after the Closing Date until amended with the change of name considered herein and further amended in accordance with applicable law.
(b) The bylaws of Sona, as in effect immediately prior to the Closing Date, attached as Exhibit D hereto, shall be the bylaws from and after the Closing Date until amended in accordance with applicable law, the articles of incorporation and such bylaws.
(c) The directors and officers listed in Exhibit E hereto shall be the directors and officers of Sona after the Closing Date, and each shall hold his respective office or offices after the Closing Date until his or her successors shall have been elected and shall have qualified in accordance with applicable law, or as otherwise provided in the articles of incorporation or bylaws of Sona.
Articles of Incorporation; Bylaws; Directors and Officers. (a) The Articles of Incorporation of the Parent, as in effect immediately prior to the Effective Time, shall continue as the Articles of Incorporation of the Surviving Corporation from and after the Effective Time until further amended in accordance with applicable law.
(b) The Bylaws of the Parent, as in effect immediately prior to the Effective Time, attached as Exhibit C hereto, shall continue as the Bylaws 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 Bylaws.
(c) The directors and officers listed in Exhibit D 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, 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 Bylaws of the Surviving Corporation.
Articles of Incorporation; Bylaws; Directors and Officers. (a) At the Effective Time, the Articles of Incorporation of the Company shall be amended as set forth in Exhibit A and, as amended, shall be the Articles of Incorporation of the Surviving Corporation (the “Articles of Incorporation”) until thereafter amended in accordance with the IBCA and such Articles of Incorporation.
(b) At the Effective Time, the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation (the “Bylaws”) until thereafter amended in accordance with the IBCA, the Articles of Incorporation and such Bylaws.
(c) The parties hereto shall take all actions reasonably necessary so that the directors of Merger Sub at the Effective Time 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 IBCA, the Articles of Incorporation and the Bylaws.
(d) The parties hereto shall take all actions reasonably necessary so that the officers of the Company at the Effective Time 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 IBCA, the Articles of Incorporation and the Bylaws.
