Certificate of Incorporation; Bylaws; Directors; Officers Sample Clauses

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Exhibit A, shall --------- be the Certificate of Incorporation of the Surviving Corporation, until altered, amended or repealed as provided in the New York Statute; (ii) the Bylaws of Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation, until thereafter duly altered, amended or repealed as provided in the New York Statute or in the Certificate of Incorporation or Bylaws of the Surviving Corporation; (iii) the directors of Sub immediately prior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.
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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.
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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
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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. (b) At the Effective Time, the by-laws 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 by-laws of the Surviving Corporation until thereafter amended as provided by applicable law, the certificate of incorporation of the Surviving Corporation and such by-laws. (c) At the Effective Time, the directors of Parent and the Surviving Corporation shall be as set forth in SCHEDULE 1.4(c), each to hold office in accordance with the certificate of incorporation and by-laws of Parent and the Surviving Corporation, as applicable. (d) At the Effective Time, the officers of Parent and the Surviving Corporation shall be as set forth in SCHEDULE 1.4(d), each to hold office in accordance with the certificate of incorporation and by-laws of Parent and the Surviving Corporation, as applicable.
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Certificate of Incorporation; Bylaws; Directors; Officers. At the --------------------------------------------------------- Effective Time, (i) the Certificate of Incorporation of Sub as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation; (ii) the Bylaws of Sub 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 Sub 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 Sub shall be the initial officers of the Surviving Corporation.
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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.
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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.
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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.
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Related to Certificate of Incorporation; Bylaws; Directors; Officers

  • Certificate of Incorporation; Bylaws; Directors and Officers At the Effective Time: (a) subject to Section 5.9(a), the certificate of incorporation of the Company shall be amended in the Merger to read the same as the certificate of incorporation of Merger Sub in effect immediately prior to the Effective Time, and as so amended shall be the certificate of incorporation of the Surviving Corporation (the "Certificate of Incorporation"), until thereafter amended in accordance with its terms and as provided by the DGCL; (b) subject to Section 5.9(a), the bylaws of the Company shall be amended in the Merger to read the same as the bylaws of Merger Sub in effect immediately prior to the Effective Time, and as so amended shall be the bylaws of the Surviving Corporation (the "Bylaws"), until thereafter amended in accordance with its terms and as provided by the DGCL; (c) the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation following the Merger until the earlier of (i) their death, resignation or removal or (ii) such time as their respective successors are duly elected or appointed as provided in the Certificate of Incorporation or Bylaws; and (d) the officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation until the earlier of (i) their death, resignation or removal or (ii) such time as their respective successors are duly appointed as provided in the Certificate of Incorporation or Bylaws.

  • Certificate of Incorporation; Bylaws (a) At the Effective Time, the Certificate of Incorporation of the Company as the Surviving Corporation shall be amended and restated to read the same as the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, except that Article I of the amended and restated Certificate of Incorporation of Company, instead of reading the same as the Certificate of Incorporation of Merger Sub, shall read as follows: "The name of this corporation is Conductus, Inc." (b) At the Effective Time, the Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall, subject to SECTION 6.06(a) of this Agreement, be the Bylaws of the Surviving Corporation until thereafter amended as provided by law, the Certificate of Incorporation of the Surviving Corporation and such Bylaws.

  • Certificate of Incorporation and Bylaws; Directors and Officers At the Effective Time: (a) the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read identically to the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, the Surviving Corporation shall file an amendment to its certificate of incorporation to change the name of the Surviving Corporation to ARS Subsidiary, Inc. or such other name as shall be mutually agreed upon by Xxxxxx and the Company prior to filing such amendment; (b) the certificate of incorporation of Parent shall be identical to the certificate of incorporation of Parent immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, Parent shall file an amendment to its certificate of incorporation to (i) change the name of Parent to ARS Pharmaceuticals, Inc. and (ii) make such other changes as shall be mutually agreed upon by Parent and the Company prior to filing such amendment; (c) the bylaws of the Surviving Corporation shall be amended and restated in their entirety to read identically to the bylaws of Merger Sub as in effect immediately prior to the Effective Time (except that the name of the Surviving Corporation in such bylaws shall reflect the name identified in Section 1.4(a)), until thereafter amended as provided by the DGCL and such bylaws; (d) the directors and officers of Parent, each to hold office in accordance with the certificate of incorporation and bylaws of Parent, shall be as set forth in Section 5.13 after giving effect to the provisions of Section 5.13, or such other persons as shall be mutually agreed upon by Parent and the Company; and (e) the directors and officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation, shall be determined prior to Closing by the Company.

  • Articles of Incorporation; Bylaws (a) At the Effective Time, the Articles of Incorporation of Company, as in effect immediately prior to the Effective Time, shall be the Articles of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Articles of Incorporation of the Surviving Corporation. (b) The Bylaws of Company, as in effect immediately prior to the Effective Time, shall be, at the Effective Time, the Bylaws of the Surviving Corporation until thereafter amended.

  • Certificate of Incorporation, Bylaws, and Minute Books The copies of the Articles of Incorporation and of the Bylaws of GMEC which have been delivered to Concept X are true, correct and complete copies thereof. The minute book of GMEC, which has been made available for inspection, contains accurate minutes of all meetings and accurate consents in lieu of meetings of the Board of Directors (and any committee thereof) and of the Shareholder of GMEC since the date of incorporation and accurately reflects all transactions referred to in such minutes and consents in lieu of meetings.

  • Certificate of Incorporation; By-laws At the Effective Time, (a) the certificate of incorporation of Merger Sub shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the terms thereof or 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 the terms thereof, the certificate of incorporation of the Surviving Corporation or as provided by applicable Law.

  • Certificate of Incorporation and By Laws of the Surviving Corporation

  • Certificate of Incorporation and Bylaws The Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation of its Certificate of Incorporation or Bylaws. Prior to the consummation of a Business Combination, the Company will not amend its Certificate of Incorporation without the prior written consent of EBC.

  • The Certificate of Incorporation of the --------- Corporation shall not be amended in any manner which would materially alter or change the powers, preferences or special rights of the Series A Junior Participating Preferred Stock so as to affect them adversely without the affirmative vote of the holders of at least seventy-five percent of the outstanding shares of Series A Junior Participating Preferred Stock, voting together as a single class.

  • Certificate of Incorporation and Bylaws of the Surviving Corporation (a) The certificate of incorporation of the Purchaser, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation, until thereafter amended in accordance with the provisions thereof and hereof and applicable law. (b) Subject to the provisions of Section 6.05 of this Agreement, the by-laws of the Purchaser in effect at the Effective Time shall be the by-laws of the Surviving Corporation, until thereafter amended in accordance with the provisions thereof and hereof and applicable law.

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