Common use of Articles of Incorporation; Bylaws; Directors and Officers Clause in Contracts

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 Corporation, as amended by the Articles of Merger Corporation 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 NRSDelaware Statute. 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 NRSDelaware Statute. The initial directors of the Surviving Corporation shall be: Xxxxxx Xxxxbe the individuals referred to in Section 6.12 below, Xxxx Xxxxxx and Xxxxx Xxxxxxxx, in each case until their successors are duly elected and qualified, and the initial officers of the Surviving Corporation shall be the officers of the Company holding such positions immediately prior to the Effective Time and the officer referred to in Section 6.12 below, in each case until their respective successors are duly appointed elected and qualified.

Articles of Incorporation; Bylaws; Directors and Officers. The Articles of Incorporation of Surviving Corporation, as amended by the Articles of Merger Corporation 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 Christie S. Tyler, Richard F. Dahlson, Thomas X. Xxxxxxxxxx xxx Brxxxx Xxxx, Xxxx Xxxxxx and Xxxxx Xxxxxxxx, until their successors are xxxxx xxxir suxxxxxxxx xxe 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 Surviving Corporation, as amended by the Articles of Merger from and after (a) At the Effective Time shall be Time, and without any further action on the Articles of Incorporation part of the Company until thereafter amended in accordance with or MergerCo, the provisions therein and as provided by the NRS. The Bylaws articles of the Surviving Corporation from and after the Effective Time shall be the Bylaws incorporation of the Company as in effect immediately prior to the Effective Time, continuing shall be amended and restated to read in full as set forth in Exhibit E hereto (the “Amended Articles of Incorporation”), and as so amended and restated, shall be the articles of incorporation of the Surviving Corporation. (b) The bylaws of MergerCo shall become, from and after the Effective Time, the bylaws of the Surviving Corporation, until thereafter amended or repealed as provided therein or in accordance with their terms and the Articles articles of Incorporation incorporation of the Surviving Corporation and as provided by the NRS. in accordance with applicable law. (c) 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 MergerCo immediately prior to the Effective Time shall become, from and after the Effective Time, the directors and officers, respectively, of the Surviving Corporation, until their respective successors are duly elected or appointed and qualifiedor their earlier resignation or removal.

Articles of Incorporation; Bylaws; Directors and Officers. The Articles of Incorporation of Surviving Corporation, as amended by the Articles of Merger Corporation 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 Christie S. Tyler, Richard F. Dahlson, Thomas A. Montgomery and Brodie Xxxx, Xxxx Xxxxxx and Xxxxx Xxxxxxxx, until their successors xxxxx theix xxxxessors are duly elected and qualified, and the officers oxxxxers 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 Corporation, as amended by the Articles of Merger Corporation from and after the Effective Time shall be the Articles of Incorporation of the Company Newco until thereafter amended in accordance with the provisions therein and as provided by the NRSDelaware Statute. The Bylaws of the Surviving Corporation from and after the Effective Time shall be the Bylaws of the Company Newco 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 NRSDelaware Statute. The initial directors of the Surviving Corporation shall be: Xxxxxx Xxxxbe Richxxx X. Xxxxxx, Xxxx Xxxxxx and Xxxxx XxxxxxxxXxul Xxxxxxxx xxx Robexx X. Xxxxx, xx each case until their successors are duly elected and qualified, and the . The initial officers of the Surviving Corporation shall be (i) the officers of the Company holding such positions immediately prior to the Effective Time until their respective successors are duly appointed and qualified.Time; and

Articles of Incorporation; Bylaws; Directors and Officers. At the Effective Time: i. The Articles of Incorporation of the Surviving Corporation, as amended by the Articles of Merger Corporation 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 NRSapplicable provisions of the State Corporation Laws. ii. 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 NRSState Corporation Laws. iii. The initial directors of the Surviving Corporation shall be: Xxxxxx X. Xxxxxxx Xxxx, Xxxxxxx X. Xxxxxxx and Xxxx Xxxxxx and Xxxxx XxxxxxxxX. XxxXxxxxx, in each case until their successors are duly elected and qualified, and the initial officers of the Surviving Corporation shall be the officers of the Company holding such positions immediately prior to the Effective Time Time, with the addition of Xxxxxxx X. Xxxxxxx as Vice President and X. Xxxxxxx Xxxx as Assistant Secretary of the Surviving Corporation, in each case until their respective successors are duly appointed elected and qualified.