CERTIFICATE OF INCORPORATION; BY. LAWS AND BOARD OF DIRECTORS OF THE SURVIVING CORPORATION. At the Effective Time of the Merger:
(i) the Articles or Certificate of Incorporation of the COMPANY then in effect shall be the Articles or Certificate of Incorporation of the Surviving Corporation until changed as provided by law;
(ii) the By-laws of ACQUISITION CORP. then in effect shall become the By-laws of the Surviving Corporation, with such changes, if any, as may be consistent with the laws of the State of Kansas; and subsequent to the Effective Time of the Merger, such By-laws shall be the By-laws of such Surviving Corporation until they shall thereafter be duly amended (and such By-Laws shall be amended, if necessary, to comply with this Agreement and applicable state law);
(iii) the Board of Directors of the Surviving Corporation shall consist of the persons who are on the Board of Directors of the COMPANY immediately prior to the Effective Time of the Merger, provided that (x) Larry E. Darst shall be elected xx xx additional director of the Surviving Corporation as of the Effective Time and (y) the number of directors shall be reduced to take into account any directors who choose to resign as of the Effective Time; the members of the Board of Directors of the Surviving Corporation shall be entitled to hold office until the next annual meeting of the SURVIVING CORP.'s stockholders, subject to the provisions of the laws of the State of Kansas and of the Articles or Certificate of Incorporation and By-laws of the Surviving Corporation; and
(iv) the officers of the COMPANY immediately prior to the Effective Time of the Merger shall continue as the officers of the Surviving Corporation in the same capacity or capacities, and effective upon the Effective Time of the Merger Larry E. Darst shall be appointex xx x Vice President of the Surviving Corporation and Gary J. Petry shall be axxxxxxxx xx xn Assistant Secretary of the Surviving Corporation, each of such officers to serve, subject to the provisions of the Articles or Certificate of Incorporation and By-laws of the Surviving Corporation, until their respective successors are duly elected and qualified.
CERTIFICATE OF INCORPORATION; BY. LAWS; SHAREHOLDERS AGREEMENT
CERTIFICATE OF INCORPORATION; BY laws; Directors and Officers.
(a) The certificate of incorporation of Acquisition Corp. as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit A hereto, shall be the certificate of incorporation of the Surviving Corporation (the "Certificate 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 Acquisition Corp. 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") from and after the Effective Time 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 have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Certificate 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 have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Certificate of Incorporation and By-laws.
CERTIFICATE OF INCORPORATION; BY. LAWS, DIRECTORS AND OFFICERS OF THE SURVIVING CORPORATION.
(a) The Certificate of Incorporation of the Company as in effect immediately prior to the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation, from and after the Effective Time, until duly amended in accordance with applicable Law and the terms thereof.
(b) The By-Laws of Merger Sub as in effect immediately prior to the Effective Time shall be the By-Laws of the Surviving Corporation from and after the Effective Time, until duly amended in accordance with applicable Law, the terms thereof, and the Surviving Corporation's Certificate of Incorporation.
(c) The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation from and after the Effective Time, until their successors are duly appointed or elected in accordance with applicable Law and the Surviving Corporation's Certificate of Incorporation and By-Laws.
(d) The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation from and after the Effective Time, until their successors are duly appointed or elected in accordance with applicable Law and the Surviving Corporation's Certificate of Incorporation and By-Laws.
CERTIFICATE OF INCORPORATION; BY. LAWS. Attached hereto as Exhibits B and C, respectively, are true, correct and complete copies of the Certificate of Incorporation and Bylaws of the Company, as in effect on the date hereof.
CERTIFICATE OF INCORPORATION; BY. Laws, Directors and Officers of NAC. At the Effective Time, the Certificate of Incorporation, By-Laws, directors and officers of NAC, immediately prior to the effective time shall be the Certificate of Incorporation, By- Laws, directors and officers of NAC, except that Article FIRST shall be amended and restated as follows:
CERTIFICATE OF INCORPORATION; BY. LAWS At the Effective Time:
(a) the Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended to be in the form of Exhibit A and as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and as provided by applicable Law; and
(b) the by-laws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the by-laws of the Surviving Corporation until thereafter amended in accordance with applicable Law, the Certificate of Incorporation of the Surviving Corporation and such by-laws.
CERTIFICATE OF INCORPORATION; BY. LAWS; DIRECTORS and officers
CERTIFICATE OF INCORPORATION; BY. Laws, Minute Books and Records. The copies of (a) the Certificate of Incorporation and all amendments thereto and of the By-laws, as amended, of the Company and (b) the Certificate of Formation and all amendments thereto and of the Operating Agreement of the Subsidiary, which have been made available to Parent are true, correct and complete copies thereof as in effect on the date hereof. The minute books of the Company which have been made available for inspection contain minutes, which are accurate and complete in all material respects, of all meetings, except for the Board of Directors meetings held on April 14, 2000 and April 19, 2000, and accurate consents in lieu of meetings of the Board of Directors (and any committee thereof) and of the Stockholders of the Company since its date of incorporation.
CERTIFICATE OF INCORPORATION; BY. Laws and Officers and Directors of the Surviving Corporation.
(a) The certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended in the Merger so as to read in its entirety as set forth in Exhibit A and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided by law and such certificate of incorporation.
(b) The by-laws in the form set forth in Exhibit B shall be the by-laws of the Surviving Corporation until thereafter amended as provided by law, the Certificate of Incorporation of the Surviving Corporation and such by-laws.
(c) From and after the Effective Time, the directors and officers of the Surviving Corporation shall be as set forth on Exhibit K hereto, until their respective successors are duly elected and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation's Certificate of Incorporation and By-Laws.
