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. 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 BCA. 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 Articles of Incorporation of the Surviving Corporation and as provided by the BCA. 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 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. (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.
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 as in effect immediately prior to the Effective Time unless and until thereafter amended or restated in accordance with the provisions thereof and as provided by the ACM. 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 ACM. 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 Articles of Incorporation of the Surviving Corporation from and after the Effective Time shall be the Articles of Incorporation of the Company as in effect immediately prior to the Effective Time, until thereafter amended in accordance with the provisions thereof and as provided by the Virginia Act. The By-laws of the Surviving Corporation from and after the Effective Time shall be the By-laws of the Company as in effect immediately prior to the Effective Time, continuing until thereafter amended in accordance with the provisions thereof and the Articles of Incorporation of the Surviving Corporation and as provided by the Virginia Act. The initial directors and officers of the Surviving Corporation shall be the directors and officers, respectively, of Acquisition immediately prior to the Effective Time, until their removal or until their respective successors are duly elected and qualified. In addition, the officers of the Surviving Corporation will include Masox, xxo will serve as President of the Surviving Corporation, and Seymour, who will serve as Vice President of the Surviving Corporation, in each case until their removal or until their respective successors are duly elected and qualified.
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 shall be amended to read as set forth in EXHIBIT A hereto, and the by-laws of the Surviving Corporation shall be as set forth in EXHIBIT B hereto, and such documents shall contain the provisions of the Company's certificate of incorporation and by-laws required to be maintained pursuant to Section 6.7(b), as in effect immediately prior to the Effective Time, until thereafter amended as provided therein and under the DGCL, except that the Certificate of Incorporation of the Surviving Corporation shall provide that the name of the Surviving Corporation shall be "Market Facts, Inc." The directors of the Surviving Corporation from and after the Effective Time shall be as follows: Xxxxxxx Xxxxx, Xxxxx Xxx, Xxxxxxxx Xxxxxxxxx, Xxxxx Xxxxxxx, Xxx Xxxxx, Xxxx Xxxxxxx, Xxxx Xxxxxxxxxx, Xxxxxx X. Xxxxx and Xxxxxxx X. Xxxxxxxx, and the officers of the Company immediately prior to the Effective Time will be the initial officers of the Surviving Corporation, in each case until their successors are duly elected or appointed and qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation's Certificate of Incorporation and By-laws.
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
