Corporate Structure of the Surviving Corporation Sample Clauses

Corporate Structure of the Surviving Corporation. At the Effective Time, (i) the articles of incorporation of the Company immediately prior to the Effective Time shall be the articles of incorporation of the Surviving Corporation, (ii) the By-laws of the Company immediately prior to the Effective Time shall be the By-laws of the Surviving Corporation and (iii) the directors and officers of the Company shall be the directors of the Surviving Corporation.
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Corporate Structure of the Surviving Corporation. Unless otherwise mutually determined by Sirion and Sytera prior to the Effective Time: (i) the articles of incorporation of Sirion immediately prior to the Effective Time shall be the articles of incorporation of the Surviving Corporation upon and after the Effective Time; (ii) the bylaws of Sirion immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation upon and after the Effective Time; and (iii) as of the Effective Time, the directors and officers of the Surviving Corporation shall be as set forth on Exhibit B hereto.
Sample 1
Corporate Structure of the Surviving Corporation. (i) The Surviving Corporation. Under the terms of --------------------------- the Employment Agreement, Alexander Kalpaxis shall be Chairman and Chief Executive Officex xx xxx Xxxxxxxxx Corporation. A full-time Chief Operating Officer and a full time Chief Financial Officer of the Surviving Corporation will be recruited by Tadeo and shall be hired upon such terms and conditions as shall bx xxtermined by Tadeo and the Board of Directors of the Surviving Corporation, axx xhich first such candidate(s) that accept(s) being reasonably acceptable to Kalpaxis. On an interim basis, Michael Niles will serve as Chief Financial Officer of the Survxxxxx Xxxxxxation. The Chief Operating Officer and Chief Financial Officer of the Surviving Corporation may hold the same positions at Tadeo. The Board of Directors of the Surviving Corporation sxxxx initially consist of Alexander Kalpaxis, James Linesch, and Damon Testaverde. Tadex xxxxx, xx xxx timxx, xxxxxxxxe a majxxxxx xx xxx Xxxrd xx Xirectors of the Company, but senior executive officers of the Surviving Corporation shall at all times be at least one of the members of such Board of Directors.
Sample 1
Corporate Structure of the Surviving Corporation. Unless otherwise determined by Franklin prior to the Effective Time and communicated in writing to SurgiCount and each Shareholder: (i) the articles of incorporation of SurgiCount immediately prior to the Effective Time shall be the articles of incorporation of the Surviving Corporation upon and after the Effective Time; (ii) the bylaws of SurgiCount immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation upon and after the Effective Time; and (iii) the directors and officers of the Merger Subsidiary immediately prior to the Effective Time shall be appointed as and shall be the directors and officers of the Surviving Corporation upon and immediately after the Effective Time.
Sample 1
Corporate Structure of the Surviving Corporation. At the Effective Time, (i) the certificate of incorporation of Merger Sub immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation, (ii) the bylaws of Merger Sub immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation and (iii) the directors and officers of the Surviving Corporation shall continue as such.
Sample 1
Corporate Structure of the Surviving Corporation. (a) The Surviving Corporation. Under the terms of the Employment Agreement, Tager shall initially be President and Chief Executive Officer of the Surviving Corporation. The full Board of Directors of the Surviving Corporation on the Closing Date shall consist of Alexander Kalpaxis,
Sample 1

Related to Corporate Structure of the Surviving Corporation

  • Bylaws of the Surviving Corporation The Bylaws of Company, as in effect immediately prior to the Effective Time, will be the Bylaws of the Surviving Corporation until thereafter amended in accordance with applicable law.

  • Officers of the Surviving Corporation The officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

  • Directors of the Surviving Corporation The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

  • Certificate of Incorporation of the Surviving Corporation The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation.

  • Officers and Directors of the Surviving Corporation The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and by-laws of the Surviving Corporation, in each case until their respective successors are duly elected and qualified.

  • Directors and Officers of the Surviving Corporation The directors of Merger Sub immediately prior to the Effective Time will, from and after the Effective Time, be the directors of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time will, from and after the Effective Time, be the officers of the Surviving Corporation, in each case, until their respective successors have been duly elected, designated or qualified, or until their earlier death, disqualification, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylaws.

  • The Surviving Corporation Section 3.01.

  • Certificate of Incorporation and By-laws of the Surviving Corporation (a) At the Effective Time, the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and applicable Law. (b) At the Effective Time, the by-laws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the by-laws of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and hereof and applicable Law.

  • 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 and Bylaws of the Surviving Corporation (a) The certificate of incorporation of the Purchaser, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation, until thereafter amended in accordance with the provisions thereof and hereof and applicable law. (b) Subject to the provisions of Section 6.05 of this Agreement, the by-laws of the Purchaser in effect at the Effective Time shall be the by-laws of the Surviving Corporation, until thereafter amended in accordance with the provisions thereof and hereof and applicable law.

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