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.
(b) The Bylaws of the Acquiring Fund as in effect immediately prior to the Effective Time shall continue in full force and effect as the Bylaws of the Surviving Corporation until duly amended in accordance with the provisions thereof and applicable law.
(c) The trustees and officers of the Acquired Fund immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation until their successors shall have been duly elected and qualified or until as otherwise provided by law, the charter of the Surviving Corporation or the Bylaws of the Surviving Corporation.
Charter Documents Directors and Officers. Unless otherwise agreed by the Company and Parent prior to the Closing, at and as of the Effective Time, without any further action on the part of Parent, Merger Sub or the Company: (i) the Articles of Incorporation and the Bylaws of the Company as in effect immediately prior to the Effective Time will be the Articles of Incorporation and Bylaws of the Surviving Corporation at and after the Effective Time until thereafter amended as provided by applicable law and such Articles of Incorporation and Bylaws, as applicable; (ii) the directors of the Company immediately prior to the Effective Time will be the initial directors of the Surviving Corporation from and after the Effective Time, until their successors are elected and qualified or until their resignation or removal; (iii) the officers of the Company immediately prior to the Effective Time shall serve in their respective offices of the Surviving Corporation from and after the Effective Time, until their successors are elected or appointed and qualified or until their resignation or removal.
Charter Documents Directors and Officers. Section 2.1 ARTICLES OF INCORPORATION. The Articles of Incorporation of CRA Merger Corp. as in effect immediately prior to the Effective Time of the CRA Merger shall be the Articles of Incorporation of the Surviving Corporation immediately after the Effective Time of the CRA Merger.
Charter Documents Directors and Officers. At the Effective Time:
(1) Article 2 of the Amended and Restated Articles of Incorporation shall be amended to read in full as follows: "
Charter Documents Directors and Officers. Unless otherwise agreed by Vertex Nevada and WWT prior to the Closing, at and as of the Effective Time, without any further action on the part of the Parties: (i) the Organizational Documents of Merger Sub as in effect immediately prior to the Effective Time will be the Organizational Documents of the Surviving Corporation at and after the Effective Time until thereafter amended as provided by applicable law and such Organizational Documents; (ii) the manager of Merger Sub immediately prior to the Effective Time will be the initial manager of the Surviving Corporation from and after the Effective Time, until its successor is appointed and qualified or until its resignation or removal; (iii) the officers of Merger Sub immediately prior to the Effective Time shall serve in their respective offices of the Surviving Corporation from and after the Effective Time, until their successors are elected or appointed and qualified or until their resignation or removal.
Charter Documents Directors and Officers. Unless otherwise agreed in writing by Parent and the Company prior to the Effective Time:
(a) at the Effective Time, the certificate of incorporation and the bylaws of the Surviving Corporation shall be amended to be identical to the certificate of incorporation and the bylaws of Merger Sub (except that the name of the Surviving Corporation shall not be changed), as in effect immediately prior to the Effective Time; and
(b) the directors and officers, respectively, of Merger Sub serving in director and officer positions of Merger Sub immediately prior to the Effective Time shall become, as of the Effective Time, the directors and officers, respectively, of the Surviving Corporation, to hold such office(s) until their respective successors are duly appointed or elected and qualified, as applicable, or their earlier death, resignation or removal.
Charter Documents Directors and Officers. Unless otherwise agreed by the Company and Parent prior to the Closing, at and as of the Effective Time, without any further action on the part of Parent, Merger Sub or the Company: (i) the Articles of Incorporation and the Bylaws of the Company as in effect immediately prior to the Effective Time will be the Articles of Incorporation and Bylaws of the Surviving Corporation at and after the Effective Time until thereafter amended as provided by applicable law; (ii) the directors of the Company immediately prior to the Effective Time will be the initial directors of the Surviving Corporation from and after the Effective Time, until their successors are elected and qualified or until their resignation or removal; (iii) the officers of the Company immediately prior to the Effective Time shall serve in their respective offices of the Surviving Corporation from and after the Effective Time, until their successors are elected or appointed and qualified or until their resignation or removal. The Board of Directors of the Company will adopt a resolution to be effective as of the Effective Time electing Xxxxxxx X. Xxxxx to the Surviving Corporation’s Board of Directors and appointing E. Xxxxxx Xxxxxxx, Xx. as Corporate Secretary of the Surviving Corporation.
Charter Documents Directors and Officers. At the Effective Time: (i) the corporate name of the Surviving Corporation shall be “Lectrefy Inc.”; (ii) the Certificate of Incorporation of Lectrefy Delaware in effect immediately prior to the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation following the Merger unless and until the same shall be amended or repealed in accordance with the provisions thereof; (iii) the Bylaws of Lectrefy Delaware in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation following the Merger unless and until the same shall be amended or repealed in accordance with the provisions thereof; (iv) the officers of the Surviving Corporation following the Merger shall be those persons who were the officers of Lectrefy Florida immediately prior to the Effective Time, and such persons shall serve as officers for the terms provided by law or in the bylaws or until their respective successors are elected or appointed, as applicable; and (v) the directors of the Surviving Corporation following the Merger shall be Pxxx Xxxxxxx Xxxxxxx, Jxxx X. Xxxx XX and Cxxxxx X. Xxxxxxx, and such persons shall serve as directors for the terms provided by law or in the bylaws or until their respective successors are elected or appointed, as applicable.
Charter Documents Directors and Officers. At the Effective Time, the applicable charter documents of the Company shall become the charter documents of the Surviving Corporation. If the Company shall have reorganized itself as a corporation prior to the Closing, and if it has adopted bylaws, then those shall become the bylaws of the Surviving Corporation. The directors of Merger Sub immediately prior to the Effective Time shall become the directors of the Surviving Corporation immediately after the Effective Time, and the officers of Merger Sub immediately prior to the Effective Time shall become the officers of the Surviving Corporation immediately after the Effective Time.
Charter Documents Directors and Officers. 2.1 Certificate of Incorporation and By-Laws. The Certificate of Incorporation and Bylaws of BUI as in effect immediately xxior to the Effective Date shall remain the Certificate of Incorporation and Bylaws of BUI after the Effective Date.
