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

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.

Appears in 2 contracts

Samples: Merger Agreement (U S a Floral Products Inc), Agreement and Plan of Reorganization (U S a Floral Products Inc)

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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 Vice President and Assistant Secretary of the Surviving Corporation, in each case until their successors are duly elected and qualified.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (U S a Floral Products Inc), Agreement and Plan of Reorganization (U S a Floral Products Inc)

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 in effect immediately prior to the Effective Time, 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.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (U S a Floral Products Inc)

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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 ActCorporation. (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 Vice President and Assistant Secretary of the Surviving Corporation, in each case until their successors are duly elected and qualified.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (U S a Floral Products Inc)

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