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

Articles of Incorporation; Bylaws; Directors and Officers. 2.3 The Articles of Incorporation of the Surviving Company from and after the Closing shall be the Articles of Incorporation of Renewal 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 DGCL. The Bylaws of the Surviving Company from and after the Closing shall be the Bylaws of Renewal 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 DGCL. The sole director of the Acquirer at the Effective Time shall be the sole director of the Surviving Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tech Laboratories Inc)

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Articles of Incorporation; Bylaws; Directors and Officers. 2.3 The Articles of Incorporation of the Surviving Company from and after the Closing shall be the Articles of Incorporation of Renewal 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 DGCLFBCA. The Bylaws of the Surviving Company from and after the Closing shall be the Bylaws of Renewal 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 DGCLFBCA. The sole director directors and officers of the Acquirer at Surviving Company from and after the Effective Time Closing shall be the sole director directors and officers of CES immediately prior to the Surviving CompanyClosing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Green Living Concepts Inc.)

Articles of Incorporation; Bylaws; Directors and Officers. 2.3 The Articles of Incorporation of the Surviving Company from and after the Closing shall be the Articles of Incorporation of Renewal IX Energy 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 DGCL. The Bylaws of the Surviving Company from and after the Closing shall be the Bylaws of Renewal IX Energy 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 DGCL. The sole director directors and officers of the Acquirer at Surviving Company from and after the Effective Time Closing shall be the sole director directors and officers of IX Energy immediately prior to the Surviving CompanyClosing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Yoo Inc)

Articles of Incorporation; Bylaws; Directors and Officers. 2.3 The Articles of Incorporation of the Surviving Company Utilipoint from and after the Closing shall be the Articles of Incorporation of Renewal the Surviving Company 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 DGCLNMBCA. The Bylaws of the Surviving Company Utilipoint from and after the Closing shall be the Bylaws of Renewal the Surviving Company 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 DGCLNMBCA. The sole director directors and officers of Utilipoint immediately prior to the Acquirer at the Effective Time Closing shall be the sole director directors and officers of the Surviving Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Midas Medici Group Holdings, Inc.)

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Articles of Incorporation; Bylaws; Directors and Officers. 2.3 The Articles of Incorporation of the Surviving Company from and after the Closing shall be the Articles of Incorporation of Renewal the Merger Sub 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 DGCLNRS. The Bylaws of the Surviving Company from and after the Closing shall be the Bylaws of Renewal the Merger Sub 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 Company, and as provided by the DGCLNRS. The sole director directors and officers of the Acquirer at Surviving Company from and after the Effective Time Closing shall be the sole director managers of EASTSIDE immediately prior to the Surviving CompanyClosing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Eurocan Holdings Ltd.)

Articles of Incorporation; Bylaws; Directors and Officers. 2.3 The Articles of Incorporation of the Surviving Company from and after the Closing shall be the Articles of Incorporation of Renewal TriCord 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 DGCLNRS. The Bylaws of the Surviving Company from and after the Closing shall be the Bylaws of Renewal TriCord 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 DGCLNRS. The sole director directors and officers of the Acquirer at Surviving Company from and after the Effective Time Closing shall be the sole director directors and officers of ARIA immediately prior to the Surviving CompanyClosing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (TriCord Hurricane Holdings, Inc.)

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