CONTROL OVER BYLAWS Sample Clauses

CONTROL OVER BYLAWS. Subject to the provisions of the certificate of incorporation and the provisions of the General Corporation Law, the power to amend, alter, or repeal these Bylaws and to adopt new Bylaws my be exercised by the Board of Directors or by the stockholders.
CONTROL OVER BYLAWS. Subject to the provisions of the certificate of incorporation and the provisions of the General Corporation Law, the power to amend, alter, or repeal these Bylaws and to adopt new Bylaws may be exercised by the Board of Directors or by the stockholders. I HEREBY CERTIFY that the foregoing is a full, true, and correct copy of the Bylaws of Xxxxxx.xxx Acquisition, Inc., a Delaware corporation, as in effect on the date hereof. Dated: ____________________ _____, 2001 __________________________________________ Secretary of Xxxxxx.xxx Acquisition, Inc. (SEAL) The following information and referenced documents have been provided to Hispanic Television Networks, Inc. (“HTVN”) pursuant to Articles 4, 7, and 9 of the Agreement and Plan of Merger (the “Agreement”) by and among HTVN, the Subsidiary, Xxxxxx.xxx, Inc. (“Cubico”) and Xxxxxx Xxxxxxx and Xxxx Xxxxxxx (collectively the “Shareholders”). Each section number referenced herein corresponds to the section number of the Agreement to which the disclosures contained herein relate. Unless otherwise stated all statements made herein are made as of the date of the execution of the Agreement. This Schedule of Exceptions is furnished solely for the information of HTVN and the Subsidiary in connection with the Agreement and may not be relied upon by any other person. Matters reflected in this Schedule of Exceptions are not necessarily limited to matters required by the Agreement to be disclosed herein; such additional matters are included for informational purposes only. By describing such matters the Shareholders are not representing that such disclosures are material to the business or operations of Cubico, or that all similar or related matters have been disclosed. The headings and captions used in this Schedule of Exceptions are used for convenience of reference only, and disclosure made under one section or schedule shall be deemed disclosed for any other section or schedule of this Schedule of Exceptions. Capitalized terms, unless otherwise defined herein, have the meanings assigned to them in the Agreement. Non-Applicable.
CONTROL OVER BYLAWS. Subject to the provisions of the Certificate of Incorporation and the provisions of the DGCL, the power to amend, alter, or repeal these Bylaws and to adopt new Bylaws may be exercised by the Board of Directors or by the stockholders. This 2016 Incentive Compensation Plan is intended to promote the interests of Valeritas Holdings, Inc., a Delaware corporation, by providing eligible persons in the Corporation’s service with the opportunity to participate in one or more cash or equity incentive compensation programs designed to encourage them to continue their service relationship with the Corporation. Capitalized terms shall have the meanings assigned to such terms in the attached Appendix. The Plan shall be divided into three separate equity incentive programs: the Discretionary Grant Program under which eligible persons may, at the discretion of the Plan Administrator, be granted options to purchase shares of Common Stock or stock appreciation rights tied to the value of such Common Stock; the Stock Issuance Program under which eligible persons may, at the discretion of the Plan Administrator, be issued shares of Common Stock pursuant to restricted stock awards, restricted stock units or other stock-based awards which vest upon the completion of a designated service period or the attainment of pre-established performance milestones, or such shares of Common Stock may be issued through direct purchase or as a bonus for services rendered the Corporation (or any Parent or Subsidiary); and the Incentive Bonus Program under which eligible persons may, at the discretion of the Plan Administrator, be provided with incentive bonus opportunities through performance unit awards and special cash incentive programs tied to the attainment of pre-established performance milestones. The provisions of Articles One and Five shall apply to all incentive compensation programs under the Plan and shall govern the interests of all persons under the Plan.
CONTROL OVER BYLAWS. The power to amend, alter, and repeal these Bylaws and to make new Bylaws shall be vested in the Board of Directors subject to the Bylaws, if any, adopted by the stockholders. I HEREBY CERTIFY that the foregoing is a full, true, and correct copy of the Bylaws of INAMED JAPAN, INC., a Nevada corporation, as in effect on the date hereof. WITNESS my hand and the seal or stamp of the corporation. Dated: October 5, 1994 /s/ Xxxxxxx X.Xxxxxx
CONTROL OVER BYLAWS. The power to amend, alter, and repeal these Bylaws and to make new Bylaws shall be vested in the Board of Directors subject to the Bylaws, if any, adopted by the stockholders.

Related to CONTROL OVER BYLAWS

  • 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; 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.

  • Articles of Incorporation The articles of incorporation of the Company in effect at the Effective Time shall be the articles of incorporation of the Surviving Corporation until amended in accordance with applicable law.

  • Amendment of Bylaws These bylaws may be altered, amended or repealed, and new bylaws made, by the Board of Directors, but the stockholders may make additional bylaws and may alter and repeal any bylaws whether adopted by them or otherwise.

  • Bylaws The bylaws of Merger Subsidiary in effect at the Effective Time shall be the bylaws of the Surviving Corporation until amended in accordance with applicable law.

  • Articles of Incorporation and Bylaws The articles of incorporation and bylaws of the entity holding the charter shall provide for governance of the operation of the School as a nonprofit corporation and public charter school and shall at all times be consistent with all applicable law and this Certificate. The School shall notify the Authorizer of any modification to the Articles or Bylaws within five (5) business days of approval by the Charter Board.

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

  • 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 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.