Charter, By. Laws, Officers and Directors of Surviving Corporation. ----------------------------------------------------------------- From and after the Effective Time, the articles of incorporation, as amended, of the Company shall be amended and restated in their entirety to read as set forth in Exhibit C hereto (the "Company's Charter") and, as so amended, --------- ----------------- the Company's Charter shall be the articles of incorporation of the Surviving Corporation until altered, amended or repealed as provided in the Pennsylvania Statute; the by-laws of Purchaser shall become the by-laws of the Surviving Corporation (the "Company's By-Laws"), unless and until altered, amended or ----------------- repealed as provided in the Pennsylvania Statute, the Company's Charter or such By-laws; and the officers and directors of Purchaser shall become the officers and directors of the Surviving Corporation, respectively, unless and until removed or until their respective terms of office shall have expired in accordance with the Pennsylvania Statute, the Company's Charter or the Company's By-Laws, as applicable.
Charter, By. Laws, Officers and Directors of Surviving Corporation. ----------------------------------------------------------------- From and after the Effective Time, (a) the certificate of incorporation and bylaws of Target shall be the certificate of incorporation and bylaws of the Surviving Corporation (the "Surviving Corporation Charter" and the "Surviving ----------------------------- --------- Corporation Bylaws", respectively), in each case, unless and until altered, ------------------ amended or repealed as provided in the Delaware Statute, the Surviving Corporation Charter or the Surviving Corporation By-laws and (b) the officers and directors of Acquisition Sub immediately prior to the Effective Time shall become the officers and directors of the Surviving Corporation, respectively, unless and until removed or until their respective terms of office shall have expired in accordance with the Delaware Statute, the Surviving Corporation Charter or the Surviving Corporation By-Laws, as applicable.
Charter, By. Laws and Minutes. The copies of the Articles of Incorporation, Certificate of Good Standing dated within twenty (20) days from the date of Closing, the By-Laws of ADI attached hereto as Exhibit A and minutes of meetings of its Board of Directors and shareholders (or consents in lieu thereof), and any shareholders' agreements among any or all shareholders of ADI, all as furnished to Aquagenix are true, correct and complete copies thereof.
Charter, By laws Directors and Officers of the Surviving Corporation. -------------------------------------------------------------------- From and after the Effective Time, (a) the Certificate of Incorporation of the Company, as amended to read in its entirety as set forth in Exhibit B-1 attached ----------- hereto, shall be the Certificate of Incorporation of the Surviving Corporation, unless and until altered, amended or repealed as provided in the New York Statute, (b) the by-laws of the Company, as amended to read in its entirety as set forth in Exhibit B-2 attached hereto, shall be the by-laws of the Surviving ----------- Corporation, unless and until altered, amended or repealed as provided in the New York Statute, the Certificate of Incorporation of the Surviving Corporation or such by-laws, (c) the directors of the Surviving Corporation shall be the persons listed in Exhibit C attached hereto, unless and until removed, or until --------- their respective terms of office shall have expired, in accordance with the New York Statute, the Certificate of Incorporation and the by-laws of the Surviving Corporation, as applicable and (d) the officers of the Surviving Corporation shall be the persons listed in Exhibit D attached hereto, unless and until --------- removed, or until their respective terms of office shall have expired, in accordance with the New York Statute, the Certificate of Incorporation and the by-laws of the Surviving Corporation, as applicable.
Charter, By laws, etc. Each NHTC Party shall have delivered to the Company a certificate signed by two or more its officers certifying to: (i) a true, correct and complete copy of such NHTC Party's certificate or articles of incorporation, (ii) a true, correct and complete copy of such NHTC Party's by-laws, (iii) a true, correct and complete copy of all such NHTC Party's Board of Directors and stockholder resolutions adopted in connection with this Agreement and/or the Transactions, and (iv) the identity and signature of its officer or officers who shall have executed this Agreement or any other NHTC Party Document on or before the Closing Date.
Charter, By. Laws and Minutes. The copies of the Articles of Incorporation, Certficate of Good Standing dated within 20 days from the date of Closing, the By-Laws of GPI attached hereto as Exhibit A and minutes of meetings of its Board of Directors and shareholders (or consents in lieu thereof), and any shareholders' agreements among any or all shareholders of GPI, all as furnished to Aquagenix (in the form attached as Schedule 4.2) are true, correct and complete copies thereof.
