Certificate of Incorporation; Directors Sample Clauses

Certificate of Incorporation; Directors. At the Effective Time, an initial Certificate of Incorporation of the Corporation shall be filed with the Secretary of State of the State of Delaware in substantially in the form attached hereto as Exhibit B (the “Initial Certificate of Incorporation”). Pursuant to an Action of the Sole Incorporator substantially in the form attached hereto as Exhibit C, which shall be executed immediately following the filing of the Initial Certificate of Incorporation, the initial directors of the Corporation shall be elected. Thereafter immediately following the filing of the Initial Certificate of Incorporation, the initial directors shall ratify and approve the bylaws of the Corporation substantially in the form attached hereto as Exhibit D, and shall authorize and approve the Amended and Restated Certificate of Incorporation of the Corporation substantially in the form attached hereto as Exhibit E (the “Restated Certificate of Incorporation”), and shall recommend that the stockholders of the Corporation approve the Restated Certificate of Incorporation. Upon obtaining the foregoing stockholder approval, the Restated Certificate of Incorporation shall be filed with the Secretary of State of the State of Delaware.
Sample 1
AutoNDA by SimpleDocs
Certificate of Incorporation; Directors. Upon the Effective Date and concurrent with the filing of the Certificate of Conversion, the Certificate of Incorporation of the Corporation shall be filed with the Delaware Secretary of State in substantially in the form attached hereto as Exhibit B (the “Certificate of Incorporation”). Pursuant to an Action of Sole Incorporator in the form attached hereto as Exhibit C, which shall be executed on the Effective Date immediately following the filing of the Certificate of Incorporation, the initial directors of the Corporation shall be elected. Thereafter immediately following the filing of the Certificate of Incorporation, the stockholders shall ratify and approve the bylaws of the Corporation in the form attached hereto as Exhibit D.
Sample 1

Related to Certificate of Incorporation; Directors

  • Certificate of Incorporation; Bylaws (a) At the Effective Time, the Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended to read in its entirety as set forth in Exhibit A attached hereto and, as so amended, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and as provided by Law.

  • Certificate of Incorporation; Bylaws; Directors and Officers (a) At the Effective Time, 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 until thereafter amended in accordance with Delaware Law and such Certificate of Incorporation.

  • Certificate of Incorporation; By-laws (a) At the Effective Time, 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 until thereafter amended as provided by law and such Certificate of Incorporation.

  • Articles of Incorporation; Bylaws (a) At the Effective Time, the articles of incorporation of Merger Sub shall be the articles of incorporation of the Surviving Corporation until thereafter amended in accordance with their terms and as provided by applicable Law.

  • The Certificate of Incorporation of the --------- Corporation shall not be amended in any manner which would materially alter or change the powers, preferences or special rights of the Series A Junior Participating Preferred Stock so as to affect them adversely without the affirmative vote of the holders of at least seventy-five percent of the outstanding shares of Series A Junior Participating Preferred Stock, voting together as a single class.

  • Articles of Incorporation; Bylaws; Directors and Officers At the Effective Time:

  • Certificate of Incorporation and By Laws of the Surviving Corporation

  • Certificate of Incorporation, Bylaws, and Minute Books Copies of the Certificate of Incorporation and of the other corporate documents of Concept X which will be delivered to GMEC are true, correct and complete copies thereof. The minute books of Concept X which will be made available for inspection contain accurate minutes of all meetings and accurate consents in lieu of meetings of the Board of Directors (and any committee thereof) and of the Shareholder of Concept X since the date of incorporation and accurately reflect all transactions referred to in such minutes and consents in lieu of meetings.

  • Certificate of Incorporation; By-laws; Directors and Officers (a) The certificate of incorporation of Acquisition Corp. as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit A hereto, shall be the certificate of incorporation of the Surviving Corporation (the “Certificate of Incorporation”) from and after the Effective Time until thereafter changed or amended as provide therein or in accordance with applicable law.

  • Certificate of Incorporation The certificate of incorporation of the Company in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable law.

Time is Money Join Law Insider Premium to draft better contracts faster.