Charter, Bylaws, Officers and Directors of Surviving Corporation Sample Clauses

Charter, Bylaws, Officers and Directors of Surviving Corporation. From and after the Effective Time, (a) the Certificate of Incorporation and Bylaws of MMHC, as then in effect, will be the Certificate of Incorporation and Bylaws of the Surviving Corporation (the “Surviving Corporation Charter” and the “Surviving Corporation Bylaws,” respectively), in each case, unless and until altered, amended or repealed as provided in the DGCL, the Surviving Corporation Charter or the Surviving Corporation Bylaws, (b) the following individuals shall serve as the directors of the board of directors of the Surviving Corporation, unless and until removed or until their successors have been duly elected and shall qualify in accordance with the DGCL, the Surviving Corporation Charter and the Surviving Corporation Bylaws, as applicable: Xxxxxxx Xxxxxx Xxxxxx Xxxxxx, Xx. and (c) the following individuals shall serve as officers of the Surviving Corporation, to hold the offices set forth opposite their names until their successors shall have been duly elected and shall qualify in accordance with the DGCL, the Surviving Corporation Charter and the Surviving Corporation Bylaws, as applicable: Xxxxxxx Xxxxxx Chief Executive Officer Xxxxxx Xxxxxx, Xx. Chief Financial Officer, Secretary Xxxxxx Day Co-President, Vice President, Assistant Secretary, Controller Xxxx X. Xxxxx Co-President, Vice President, Treasurer
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Charter, Bylaws, Officers and Directors of Surviving Corporation. 1.5 Taking of Necessary Action 1.6 Tax Free Reorganization 1.7 Closing
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Related to Charter, Bylaws, Officers and Directors of Surviving Corporation

  • Officers and Directors of Surviving Corporation The officers and directors of Merger Sub shall be the officers and directors of the Surviving Corporation, until the earlier of their resignation or removal or otherwise ceasing to be an officer or director or until their respective successors are duly elected and qualified, as the case may be.

  • Directors of Surviving Corporation At the Effective Time of the Merger, the Board of Directors of the Surviving Corporation shall be comprised of the persons serving as directors of Merger Sub immediately prior to the Effective Time of the Merger. Such persons shall serve until the earlier of their resignation or removal or until their respective successors are duly elected and qualified.

  • Bylaws of Surviving Corporation At the Effective Time, the Bylaws of Merger Sub (the “Merger Sub Bylaws”), as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended in accordance with applicable law.

  • Officers and Directors of the Surviving Corporation (a) From and after the Effective Time, the directors of Merger Sub at the Effective Time shall be the directors of the Surviving Corporation, each to hold office until their respective successors shall have been duly elected, designated or qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.

  • 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.

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

  • Directors and Officers of Surviving Corporation The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. 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 bylaws of the Surviving Corporation.

  • Certificate of Incorporation and Bylaws of the Surviving Corporation (a) The certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended in the Merger to be in the form of Exhibit A hereto and, as so amended, such certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided therein or by 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 of Surviving Corporation Effective at the Effective Time, the Certificate of Incorporation of the Company in effect immediately prior to the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation without any amendment or modification as a result of the Merger.

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