CORPORATE DOCUMENTS, DIRECTORS AND OFFICERS Sample Clauses

CORPORATE DOCUMENTS, DIRECTORS AND OFFICERS. From and after the Effective Time and thereafter until amended as provided by law, the Articles of Incorporation and By-laws of the Surviving Corporation shall be the Articles of Incorporation and By-laws of Eldorado as in effect immediately prior to the Effective Time. The directors and officers of the Surviving Corporation initially shall be comprised of all of the directors and officers of Merger Sub immediately prior to the Effective Time, and each such director or officer shall serve until his or her successor has been duly elected or appointed and qualified or until his or her earlier death, resignation or removal in accordance with the terms of the Surviving Corporation's Articles of Incorporation and By-laws. EXECUTION VERSION
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CORPORATE DOCUMENTS, DIRECTORS AND OFFICERS. From and after the ---------------------------------------------- Effective Time and thereafter until amended as provided by law, the Articles of Incorporation of Palomar shall be the Articles of Incorporation of Palomar as in effect immediately prior to the Effective Time and the Bylaws of Palomar shall be the Bylaws of Palomar as in effect immediately prior to the Effective Time. At the Effective Time, such individuals as may be selected by Centennial shall be the directors of Palomar, and the officers of Palomar shall be those officers appointed to offices of Palomar by the Board of Directors of Centennial. Each such director or officer shall serve until his or her successor has been duly elected or appointed and qualified or until his or her earlier death, resignation or removal in accordance with the terms of Palomar's Articles of Incorporation and Bylaws.
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CORPORATE DOCUMENTS, DIRECTORS AND OFFICERS. FTI has made available to HNC for examination all documents and information listed in the FTI Disclosure Letter or the schedules thereto or required by this Agreement to be listed in any schedule thereto or in any other exhibit or schedule called for by this Agreement, or which have been requested by HNC's legal counsel, including, without limitation, the following: (a) copies of FTI's Articles of Incorporation and Bylaws as currently in effect; (b) FTI's Minute Book containing all records of all proceedings, consents, actions, and meetings of FTI's stockholders, board of directors and any committees thereof; (c) FTI's stock ledger and journal reflecting all stock issuances and transfers; (d) all permits, orders, and consents issued by any regulatory agency with respect to FTI, or any securities of FTI, and all applications for such permits, orders, and consents; and (e) all agreements of FTI required to be listed in Schedule 3.11 to FTI Disclosure Letter. Schedule 3.17 to the FTI Disclosure Letter contains a complete and accurate list of all the current incumbent members of the Board of Directors and officers of FTI. The currently authorized number of members of the Board of Directors of FTI is one director.
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CORPORATE DOCUMENTS, DIRECTORS AND OFFICERS. The charter number of the Resultant Bank shall be the charter number of the Bank, and from and after the Effective Time and thereafter until amended as provided by law, the Articles of Association of the Resultant Bank shall be the Articles of Association of the Bank as in effect immediately prior to the Effective Time. From and after the Effective Time and thereafter until amended as provided by law, the By-laws of the Resultant Bank shall be the By-laws of Merger Bank as in effect immediately prior to the Effective Time. The directors of the Resultant Bank initially shall be comprised of Rxxxxx X. Xxxxxx, a person to be designated by the Partnership prior to the Closing, and all of the directors of the Bank immediately prior to the Effective Time, and each such director shall serve until his or her successor has been duly elected and qualified or until his or her earlier death, resignation or removal in accordance with the terms of the Resultant Bank's Articles of Association and By-laws. The officers of the Resultant Bank initially shall be comprised of Rxxxxx X. Xxxxxx, who shall serve as Chairman and Chief Executive Officer, and such other persons as the Partnership shall designate prior to the Closing after consultation with the directors and executive officers of the Bank, and each such officer of the Resultant Bank shall serve until his or her respective successors has been duly elected or appointed and qualified or until his or her earlier death, resignation or removal in accordance with the terms of the Resultant Bank's Articles of Association and By-laws.
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CORPORATE DOCUMENTS, DIRECTORS AND OFFICERS. From and after the Effective Time and thereafter until amended as provided by law, the Articles of Incorporation of the Surviving Corporation shall be the Articles of Incorporation of SUBJECT BANK as in effect immediately prior to the Effective Time and the By-laws of the Surviving Corporation shall be the By-laws of Merger Sub as in effect immediately prior to the Effective Time. The number of directors of the Surviving Corporation initially shall be fixed at five (5), who initially shall be the individuals listed on Exhibit 2.2 or if any of those designees is unable to serve as of the Closing, a replacement mutually acceptable to the Company and SUBJECT BANK. The Chief Executive Officer and Chairman of the Board of Directors of the Surviving Corporation initially shall be the Chief Executive Officer of the Company, and the President of the Surviving Corporation shall be the President of SUBJECT BANK. Each such director or officer shall serve until his or her successor has been duly elected or appointed and qualified or until his or her earlier death, resignation or removal in accordance with the terms of the Surviving Corporation's Articles of Incorporation and By-laws.
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CORPORATE DOCUMENTS, DIRECTORS AND OFFICERS. From and after the Effective Time and thereafter until amended as provided by law, the Articles of Association of the Consolidated Bank shall be the Articles of Association of TNB as in effect immediately prior to the Effective Time and the Bylaws of the Consolidated Bank shall be the Bylaws of TNB as in effect immediately prior to the Effective Time. At the Effective Time, the directors of Sierra listed in the Agreement of Consolidation shall be the directors of the Consolidated Bank, and the officers of the Consolidated Bank shall be the officers of Sierra appointed to offices of the Consolidated Bank by the Board of Directors of the Consolidated Bank. Each such director or officer shall serve until his or her successor has been duly elected or appointed and qualified or until his or her earlier death, resignation or removal in accordance with the terms of the Consolidated Bank's Articles of Association and Bylaws.
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CORPORATE DOCUMENTS, DIRECTORS AND OFFICERS 
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Related to CORPORATE DOCUMENTS, DIRECTORS AND OFFICERS

  • Charter Documents Directors and Officers (a) The charter of the Acquiring Fund as in effect immediately prior to the Effective Time shall continue in full force and effect as the charter of the Surviving Corporation until duly amended in accordance with the provisions thereof and applicable law.

  • Board of Directors and Officers The directors and corporate officers of Buyer Sub immediately prior to the Effective Time shall continue to be the directors and corporate officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation, until their respective successors are duly elected or appointed (as the case may be) and qualified.

  • Directors and Officers The directors and officers of Merger Sub, in each case, immediately prior to the Effective Time shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporation.

  • Indemnification of the Company, its Directors and Officers Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 5.1.1, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Statutory Prospectus, any Testing-the-Waters Communication or the Prospectus (or any amendment or supplement to the foregoing), solely in reliance upon and in conformity with the Underwriters’ Information.

  • Indemnification of the Company and its Directors and Officers The Underwriters agree to indemnify and hold harmless the Company, each of its directors and each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer, or controlling person, may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Underwriters), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement, Time of Sale Prospectus, any free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 430B or Rule 433(d) of the Securities Act, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), or arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, Time of Sale Prospectus, any free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 430B or Rule 433(d) of the Securities Act, the Preliminary Prospectus, the Prospectus (or such amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by the Underwriters expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person, for any legal and other expense reasonably incurred by the Company, or any such director, officer or controlling person, in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriters has furnished to the Company expressly for use in the Registration Statement, Time of Sale Prospectus, any free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 430B or Rule 433(d) of the Securities Act, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the third and ninth paragraphs under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 9(b) shall be in addition to any liabilities that the Underwriters may otherwise have.

  • Post-Closing Directors and Officers Subject to the terms of the Acquiror Organizational Documents, Acquiror shall take all such action within its power as may be necessary or appropriate such that immediately following the Closing:

  • Indemnification of Company, Directors and Officers Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

  • Resignations of Directors and Officers The persons holding the positions of a director or officer of the Company, in office immediately prior to the Effective Time, shall have resigned from such positions in writing effective as of the Effective Time.

  • Articles of Incorporation and Bylaws; Directors and Officers Unless otherwise determined by Parent and the Company prior to the Effective Time:

  • Indemnification of the Company, Directors and Officers Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity agreement contained in Section 6(a) hereof, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (including any amendment thereto), including the Rule 430B Information, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by and relating to such Underwriter through you expressly for use therein.

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