Governing Documents; Directors and Officers. (a) The Certificate of Incorporation and By-Laws of Purchaser as in effect immediately prior to the Effective Time shall, from and after the Effective Time, be the Certificate of Incorporation and By-Laws of the Surviving Corporation, in each case until amended in accordance with applicable law; PROVIDED, HOWEVER, that Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read in its entirety as follow:
ARTICLE I The name of the Corporation is Xxxxxxxxxx Graphics International, Inc. (the "Corporation").
(b) All persons who were directors of Purchaser immediately prior to the Effective Time shall be the directors of the Surviving Corporation and all persons who were officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, in each case to hold office in accordance with the Certificate of Incorporation and the By-Laws of the Surviving Corporation and until their respective death, resignation or removal or until their respective successors are duly elected and qualified in accordance with applicable law.
Governing Documents; Directors and Officers. Unless otherwise agreed by Parent and the Company prior to the Effective Time:
(a) the certificate of incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time to read in the form of Exhibit B;
(b) the bylaws of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to the bylaws of Merger Sub as in effect immediately prior to the Effective Time other than to change the name of Merger Sub thereunder to be the name of the Surviving Corporation; and
(c) the directors and officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are directors and officers of Merger Sub immediately prior to the Effective Time.
Governing Documents; Directors and Officers. (a) At the FTAC Effective Time, by virtue of the FTAC Merger and in accordance with the DGCL, (i) the certificate of incorporation of the FTAC Surviving Corporation shall be amended and restated in the form agreed by Tempo and FTAC and (ii) the bylaws of the FTAC Surviving Corporation shall be amended to read the same as the bylaws of FTAC Merger Sub as in effect immediately prior to the FTAC Effective Time. At the FTAC Effective Time, the board of directors and officers of FTAC Merger Sub shall be the board of directors and officers of the FTAC Surviving Corporation.
(b) At the Tempo Effective Time, by virtue of the Tempo Merger and in accordance with the DLLCA, the Tempo LLCA shall be amended and restated in its entirety to be substantially in the form attached hereto as Exhibit I (the “Tempo Operating Agreement”), and, as so amended and restated, shall from and after the Tempo Effective Time be the limited liability company agreement of the Tempo Surviving Entity until duly amended in accordance with its terms and the DLLCA. At the Tempo Effective Time, the officers of Tempo immediately prior to the Tempo Merger shall continue as the officers of the Tempo Surviving Entity, each to hold office in accordance with the Tempo Operating Agreement.
(c) At the applicable Blocker Merger Effective Time, by virtue of such Blocker Merger and in accordance with the DGCL, the DLLCA and the DRULPA, as applicable, (i) the certificate of formation or certificate of limited partnership, as applicable, of Xxxxx Xxxxxxx 0, Xxxxx Xxxxxxx 2, Tempo Blocker 3 and Tempo Blocker 4, each as in effect immediately prior to the effective time of the applicable Blocker Merger, shall become the certificate of formation of Surviving Tempo Blocker 1, Surviving Tempo Blocker 2, Surviving Tempo Blocker 3 and Surviving Tempo Blocker 4, respectively, except that the certificate of formation of Tempo Blocker 1 shall be amended such that the name of the Surviving Tempo Blocker 1 is “Alight Blocker 1 LLC”, the certificate of formation of Tempo Blocker 2 shall be amended such that the name of the Surviving Tempo Blocker 2 is “Alight Blocker 2 LLC”, the certificate of limited partnership of Tempo Blocker 3 shall be amended such that the name of Surviving Tempo Blocker 3 is “Alight Blocker 3 LLC” and the certificate of limited partnership of Tempo Blocker 4 shall be amended such that the name of the Surviving Tempo Blocker 4 is “Alight Blocker 4 LLC” and (ii) the limited liability company agreeme...
Governing Documents; Directors and Officers. (a) At the Effective Time, by virtue of the Merger and in accordance with Section 302A.611, Subd. 1(d), of the MBCA, the Articles of Incorporation of the Surviving Corporation shall be amended and restated in their entirety to read as set forth in Exhibit A and, as so amended and restated, shall be the Articles of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law;
(b) At the Effective Time, the Bylaws of the Surviving Corporation shall be amended and restated in their entirety to read as set forth in Exhibit B and, as so amended and restated, shall be the Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law; and
(c) The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and each director shall serve until such director’s successor is elected and has qualified or until the earlier death, resignation, removal or disqualification of such director in accordance with the MBCA. The officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation and each officer shall serve until such officer’s successor is elected or appointed or until the earlier death, resignation, removal or disqualification of such officer in accordance with the MBCA.
Governing Documents; Directors and Officers. (a) At the Effective Time, by virtue of the Merger, the Certificate of Incorporation of the Surviving Corporation shall be amended and restated in its entirety to read as set forth in Exhibit B and, as so amended and restated, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law;
(b) At the Effective Time, the Bylaws of the Surviving Corporation shall be amended and restated in their entirety to read as set forth in Exhibit C and, as so amended and restated, shall be the Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law; and
(c) The directors and officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are designated as directors and officers of Merger Sub immediately prior to the Effective Time, until their respective death, permanent disability, resignation or removal or until their respective successors are duly elected and qualified.
Governing Documents; Directors and Officers. (a) The certificate of incorporation and bylaws of the Surviving Corporation shall be amended to read the same as the certificate of incorporation and bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that the name of the Surviving Corporation shall be “Xxxxx Trasimene Acquisition Corp. II” At the Effective Time, the board of directors and officers of Merger Sub shall be the board of directors and officers of the Surviving Entity.
(b) The Company Charter shall continue in effect and the bye-laws of the Company shall be amended and restated to read the same as the Company Bylaws.
Governing Documents; Directors and Officers. (a) From and after the Effective Time, the charter of Parent, as in effect immediately prior to the Effective Time, shall be the charter of the Surviving Company until thereafter amended as provided therein or by applicable Law. The bylaws of Parent, as in effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Company until thereafter amended as provided therein or by applicable Law.
(b) From and after the Effective Time, the directors and officers of Merger Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Company and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.
Governing Documents; Directors and Officers. At the Effective Time, the articles of organization and the operating agreement of the Surviving Company shall be amended to be those of Merger Sub immediately prior to the Effective Time, except that and the name of the Surviving Company shall be “Xxxxxx Medical, LLC”. The Parties (other than the Unitholder Representative) shall take all actions necessary so that the managers and officers of Merger Sub immediately prior to the Effective Time shall be, respectively, the managers and officers of the Surviving Company from and after the Effective Time, until their successors have been duly elected or appointed and qualified or until their earlier death, removal or resignation in accordance with the articles of organization and the operating agreement of the Surviving Company.
Governing Documents; Directors and Officers. (a) At the applicable Blocker Merger Effective Time, by virtue of such Blocker Merger and in accordance with the DGCL, the Trebia Organizational Documents in effect at the Blocker Merger Effective Time shall be the organizational documents of Trebia as the surviving entity of each Blocker Merger.
(b) At the Protected Effective Time, by virtue of the Protected Merger and in accordance with the DGCL, (i) the certificate of incorporation of Protected will be the certificate of incorporation of the Protected Surviving Entity and (ii) the bylaws of Protected will be the bylaws of the Protected Surviving Entity as in effect immediately prior to the Protected Effective Time. At the Protected Effective Time, the board of directors and officers of Trebia Merger Sub will be the board of directors and officers of the Protected Surviving Entity.
(c) At the Trebia LLC Effective Time, by virtue of the LLC Merger and in accordance with the DLLCA, the operating agreement of Protected Holding LLC will be the operating agreement of Trebia Merger Sub LLC (the “Protected Holding LLC Operating Agreement”). Protected Holding LLC will be “member managed” by Trebia (and after the Protected Contribution, by S1 Holdco) as its sole member in accordance with the Protected Holding LLC Operating Agreement and the DLLCA.
(d) At the Fxxxx-LLC Effective Time, by virtue of the Fxxxx-LLC Merger and in accordance with the DLLCA, the Protected Holding LLC Operating Agreement will be the operating agreement of Txxxxx Xxxxx LLC. Protected Holding LLC will be “member managed” by Trebia (and after the Protected Contribution, by S1 Holdco) as its sole member in accordance with the Protected Holding LLC Operating Agreement and the DLLCA.
(e) At the LLC-Midco Effective Time, by virtue of the LLC-Midco Merger and in accordance with the DLLCA, the Protected Holding LLC Operating Agreement will be the operating agreement of S1 Midco. Protected Holding LLC will be “member managed” by S1 Holdco as its sole member in accordance with the Protected Holding LLC Operating Agreement and the DLLCA.
Governing Documents; Directors and Officers. At the Effective Time, the Certificate of Incorporation and the Bylaws of Cymedix (the Cymedix Governing Documents), each as in effect immediately prior to the Effective Time, shall be the governing documents of the Surviving Company. The directors and officers of the Surviving Company shall be the directors and officers of Cymedix in office immediately prior to the Effective Time, to serve until their respective successors are duly elected or appointed and qualified.
