The Surviving Company. 1. The Articles of Incorporation of the Surviving Company shall not change as a result of the Merger.
2. The Bylaws of the Surviving Company shall not change as a result of the Merger.
3. All individuals who are directors and officers of GWL&A that are in office as of the Effective Date of the Merger, shall continue to constitute the directors and officers of the Surviving Company and shall continue in the same capacity until their respective successors shall be elected or appointed.
The Surviving Company. 3.1. The surviving company (as defined in the Companies Act) is the Surviving Company.
The Surviving Company. Section 3.01. The Memorandum of Association and Articles of Association 17 Section 3.02. Directors and Officers 17
The Surviving Company. Pursuant to the Charter of Incorporation and Bylaws of the Surviving Company, Renasant Bank is a banking association organized and existing under the laws of the State of Mississippi. Renasant Corporation is the sole shareholder of the Surviving Company owning 772,822 shares of common stock, $5.00 par value per share, of the Surviving Company.
The Surviving Company. Following the Effective Time:
(a) The name of the First Step Surviving Company shall be “Cheaha Financial Group, Inc.”
(b) The Articles of Incorporation of the First Step Surviving Company shall be the Articles of Incorporation of CFG in effect immediately prior to the Effective Time. The Bylaws of the First Step Surviving Company shall be the Bylaws of CFG in effect immediately prior to the Effective Time.
The Surviving Company. Following the Effective Time:
(a) The name of the Second Step Surviving Company shall be “Investar Holding Corporation.”
(b) The Articles of Incorporation of the Second Step Surviving Company shall be the Articles of Incorporation of Investar in effect immediately prior to the Effective Time. The Bylaws of the Second Step Surviving Company shall be the Bylaws of Investar in effect immediately prior to the Effective Time.
The Surviving Company. At the Effective Time, by virtue of the Merger, the certificate of formation and the limited liability company agreement of Merger Sub, each as in effect immediately prior to the Effective Time, shall be the certificate of formation and the limited liability company agreement of Surviving Company, respectively, until in each case, amended in accordance with Applicable Law, except that the name of the Surviving Company shall be Hargray Acquisition Holdings, LLC.
The Surviving Company. The Persons listed on Exhibit 1.8(a)-1, constituting all of the directors and officers of Parent and Merger Sub as of immediately prior to the Closing shall resign from all of their positions and offices effective as of the Effective Time, and at and after the Effective Time, those Persons listed on Exhibit 1.8(a)-2 shall initially serve in those positions and offices of the Surviving Corporation and in such capacities as set forth next to their respective names.
The Surviving Company. At the Effective Time:
(a) the articles of incorporation of the Company in effect at the Effective Time shall be the articles of incorporation of the Surviving Company until amended in accordance with Applicable Law;
(b) without limiting Section 5.14, the bylaws of the Company in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Company until amended in accordance with Applicable Law; and
(c) the directors and officers of the Company immediately prior to the Effective Time shall be the directors and officers of the Surviving Company, to serve until successors are duly elected or appointed and qualified in accordance with Applicable Law.
The Surviving Company. (a) At the Merger Time, the articles of incorporation of the Surviving Company will continue to be (or will be amended so that they are) substantially the same as the articles of incorporation of Newco in effect at the Merger Time.
(b) At the Merger Time, the bylaws of the Surviving Company will continue to be (or will be amended so that they are) substantially the same as the bylaws of Newco in effect at the Merger Time.
(c) From and after the Merger Time, until successors are duly elected or appointed and qualified in accordance with applicable law, the directors and officers of Newco at the Merger Time will be the directors and officers of the Surviving Company.
