Charter; By-Laws; Directors and Officers. Cause, permit or propose any amendments to the certificate of incorporation or by-laws of the Company or any Company Subsidiary or elect or appoint any new directors or officers;
Charter; By-Laws; Directors and Officers. As of the Effective Time, the Certificate of Incorporation of the Surviving Corporation shall be the Certificate of Incorporation of the Company unless and until thereafter amended or restated in accordance with the provisions thereof and as provided by the New York BCL. As of the Effective Time, the By-Laws of the Surviving Corporation shall be the By-Laws of the Company as in effect immediately prior to the Effective Time, unless and until thereafter amended in accordance with the provisions thereof and as provided by the New York BCL. The initial directors and officers of the Surviving Corporation shall be the directors and officers set forth below, in each case until their respective successors are duly elected and qualified. Directors:
Charter; By-Laws; Directors and Officers. (a) At the Effective Time, the charter of the Company (the “Charter”), as in effect immediately before the Effective Time, shall be the Charter of the Surviving Corporation, until thereafter amended as provided by Law and such Charter.
(b) At the Effective Time, the by-laws of the Company (the “By-Laws”), as in effect immediately prior to the Effective Time, shall be the By-Laws of the Surviving Corporation until thereafter amended as provided by Law, the Charter of the Surviving Corporation and such By-Laws.
(c) The directors set forth on Company Disclosure Schedule 1.02(f) shall be the initial directors of the Surviving Corporation.
Charter; By-Laws; Directors and Officers. The Certificate of Incorporation of the Surviving Corporation from and after the Effective Time shall be the Certificate of Incorporation of Acquisition as in effect immediately prior to the Effective Time, until thereafter amended in accordance with the provisions thereof and as provided by the Delaware GCL, except that, at the Effective Time, Article I thereof shall be amended to read as follows: "The name of the Corporation is "CHECKFREE SERVICES CORPORATION." The By-Laws of the Surviving Corporation from and after the Effective Time shall be the By-Laws of Acquisition as in effect immediately prior to the Effective Time, continuing until thereafter amended in accordance with the provisions thereof and the provisions of the Certificate of Incorporation of the Surviving Corporation and as provided by the Delaware GCL. The initial directors and officers of the Surviving Corporation shall be the directors and officers, respectively, of Acquisition immediately prior to the Effective Time, in each case until their removal or until their respective successors are duly elected and qualified.
Charter; By-Laws; Directors and Officers. Immediately after the Effective Time, the Articles of Incorporation of the Company shall be the Articles of Incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and as provided by the GBCC. As of the Effective Time, the By-Laws of the Surviving Corporation shall be the By-Laws of the Company as in effect immediately prior to the Effective Time, until thereafter amended in accordance with the provisions thereof and the Certificate of Incorporation of the Surviving Corporation and as provided by the GBCC. The initial directors and officers of the Surviving Corporation shall be the directors and officers set forth below, in each case until their respective successors are duly elected and qualified.
Charter; By-Laws; Directors and Officers. The Certificate of Incorporation and By-Laws of the surviving company of the Merger shall be those of Falcon, as in effect immediately prior to the Effective Time of the Merger. The directors and officers of Newco immediately prior to the Effective Time of the Merger shall be the directors and officers of the surviving company of the Merger until their successors are elected and qualify.
Charter; By-Laws; Directors and Officers. The Datascope Amended and Restated Articles of Incorporation will be amended at the Effective Time of the merger to conform to the Articles of Incorporation of Purchaser, with such changes or modifications as Datascope and Getinge may agree, and Purchaser’s bylaws in effect immediately prior to the Effective Time will be the Surviving Corporation’s bylaws, in each case, until amended in accordance with the DGCL or as provided in the certificate of incorporation or bylaws, respectively. From and after the Effective Time, the officers of Datascope will be the initial officers of the Surviving Corporation and the directors of Purchaser will be the directors of the Surviving Corporation, in each case, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified. 16
Charter; By-Laws; Directors and Officers. The Certificate of Incorporation of the Surviving Corporation from and after the Effective Time shall be the Certificate of Incorporation of WFN as in effect immediately prior to the Effective Time, until thereafter amended in accordance with the provisions thereof, the terms of the Amended and Restated Stockholders Agreement referred to in Section 5.01(f) hereof and as provided by the Delaware GCL. The By-Laws of the Surviving Corporation from and after the Effective Time shall be the By-Laws of WFN as in effect immediately prior to the Effective Time, continuing until thereafter amended in accordance with the provisions thereof, the terms of the Amended and Restated Stockholders Agreement referred to in Section 5.01(f) hereof and the Certificate of Incorporation of the Surviving Corporation and as provided by the Delaware GCL. The initial directors and officers of the Surviving Corporation shall be the directors and officers, respectively, of WFN immediately prior to the Effective Time, in each case until their respective successors are duly elected and qualified.
Charter; By-Laws; Directors and Officers. Immediately after the Effective Time, the Articles of Incorporation of the Company shall be the Articles of Incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and as provided by the Louisiana BCL. As of
Charter; By-Laws; Directors and Officers. The Certificate of Incorporation of GSS as in effect immediately prior to the Effective Time will remain the Certificate of Incorporation of GSS without any modification or amendment in the Merger, until thereafter amended in accordance with the provisions thereof and as provided by the Delaware GCL. The By-Laws of GSS as in effect immediately prior to the Effective Time will remain the By-Laws of GSS without any modification or amendment in the Merger, until thereafter amended in accordance with the provisions thereof and the Certificate of Incorporation of GSS and as provided by the Delaware GCL. The directors and officers of GSS immediately prior to the Effective Time will remain the directors and officers of GSS, in each case until their removal or until their respective successors are duly elected and qualified.
