Certificate of Incorporation; Bylaws; Directors; Officers. At the --------------------------------------------------------- Effective Time, (i) the Certificate of Incorporation of MetroBeat, as amended and substantially in the form attached to the Plan of Merger as Exhibit A, shall --------- be the Certificate of Incorporation of the Surviving Corporation, until altered, amended or repealed as provided in the New York Statute; (ii) the Bylaws of Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation, until thereafter duly altered, amended or repealed as provided in the New York Statute or in the Certificate of Incorporation or Bylaws of the Surviving Corporation; (iii) the directors of Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and will hold office from the Effective Time until their respective successors are duly elected or appointed and qualified in the manner provided in the Certificate of Incorporation and Bylaws of the Surviving Corporation, as such instruments may be amended from time to time, either before or after the Effective Time, or as otherwise provided by law; and (iv) the officers of Sub at the Effective Time shall be the initial officers of the Surviving Corporation.
Certificate of Incorporation; Bylaws; Directors; Officers. 22 Section 2.6 Effect on the Shares 23 Section 2.7 Deliveries at the Closing 24 Section 2.8 Purchase Price 25 Section 2.9 Option Plans 31 Section 2.10 Paying Agent 31 Section 2.11 Treatment of Dissenting Shares 32
Certificate of Incorporation; Bylaws; Directors; Officers. (a) The Certificate of Merger shall provide that, at the Effective Time, the certificate of incorporation of the Merger Sub, as in effect immediately prior to the Effective Time, which shall be in a form reasonably acceptable to Parent and the Company, shall become the certificate of incorporation of the Surviving Corporation, until thereafter amended in accordance with the provisions thereof and as provided by applicable law.
Certificate of Incorporation; Bylaws; Directors; Officers. The certificate of incorporation and by-laws of the Continuing Corporation shall be those of the Acquisition Sub in effect immediately prior to the Effective Time. The directors of Acquisition Sub in office immediately prior to the Effective Time shall be the directors of the Continuing Corporation and the officers of Acquisition Sub in office immediately prior to the Effective Time shall be the officers of the Continuing Corporation, in each case, together with such other or additional directors and officers as may thereafter be elected, who in the case of directors shall hold office until such time as their successors are elected and qualified.
Certificate of Incorporation; Bylaws; Directors; Officers. At the --------------------------------------------------------- Effective Time, (i) the Certificate of Incorporation of Parent shall be the Certificate of Incorporation of the Surviving Corporation; (ii) the Bylaws of Parent as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation until altered, amended or repealed; (iii) the directors of Parent shall be the initial directors of the Surviving Corporation and will hold office from the Effective Time until their respective successors are duly elected or appointed and qualified in the manner provided in the Certificate of Incorporation and Bylaws of the Surviving Corporation, as the same may be amended from time to time or otherwise as provided by law; and (iv) the officers of Parent shall be the initial officers of the Surviving Corporation.
Certificate of Incorporation; Bylaws; Directors; Officers. The Certificate of Incorporation and Bylaws of the Continuing Corporation shall be those of JBI Merger Sub, as in effect immediately prior to the Merger Effective Date in each case as amended as of the Merger Effective Date as provided in Exhibits B and C attached hereto. The directors and officers of JBI Merger Sub in office immediately prior to the Merger Effective Date shall be the directors and officers of the Continuing Corporation, together with such additional directors and officers as may thereafter be elected, who shall hold office until such time as their successors are elected and qualified or their earlier resignation, removal or death. On or before the Merger Effective Date, JBI shall cause the election or appointment of (i) Xxxxxx X. Xxxxxxxxx, O. Xxxxxxx Xxxxxx and Xxxxxxx X. Xxxxxxx as additional directors of Jefferson, (ii) Xxxxxx X. Xxxxxxxxx and Xxxx X. Xxxx as additional Class A directors of JBI and (iii) Xxxxxx X. Xxxxxxxxx as Vice Chairman of JBI and President and Chief Operating Officer of Jefferson.
Certificate of Incorporation; Bylaws; Directors; Officers. The --------------------------------------------------------- Certificate of Incorporation and Bylaws of the Continuing Corporation shall be those of the Company, as in effect immediately prior to the Effective Time. The directors and officers of the FUNC Subsidiary in office immediately prior to the Effective Time (as hereinafter defined) shall be the directors and officers of the Continuing Corporation, together with such additional directors and officers as may thereafter be elected, who shall hold office until such time as their successors are duly elected and qualified.
Certificate of Incorporation; Bylaws; Directors; Officers. 2.1 Certificate of Incorporation and By-Laws of the Surviving Corporation. The Certificate of Incorporation and By-Laws of Acquisition, as in effect immediately prior to the Effective Time of the Merger, shall be the Certificate of Incorporation and By-Laws of the Surviving Corporation until thereafter changed or amended as provided therein or by law; provided, however, that the name of the Surviving Corporation shall be AV Technology, Inc.
