Common use of Powers; Number; Qualifications Clause in Contracts

Powers; Number; Qualifications. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as may be otherwise provided by law or in the certificate of incorporation. The Board of Directors shall consist of one or more members, the number thereof to be initially fixed by the Sole Incorporator of the Corporation and thereafter to be determined from time to time by the Board. Directors need not be stockholders.

Appears in 5 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Reckitt Benckiser Group PLC), Agreement and Plan of Merger (Schiff Nutrition International, Inc.)

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Powers; Number; Qualifications. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as may be otherwise provided by law or in the certificate Certificate of incorporationIncorporation. The Board of Directors shall consist of one or more members, the number thereof to be initially fixed by the Sole Incorporator of the Corporation and thereafter to be determined from time to time by the Board. Directors need not be stockholders.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Ixia), Agreement and Plan of Merger (Ixia), Side Agreement (Tekelec)

Powers; Number; Qualifications. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as may be otherwise provided by law or in the certificate Certificate of incorporationIncorporation. The number of directors which shall constitute the Board of Directors shall consist be set in the manner provided in the Certificate of one or more members, the number thereof to be initially fixed by the Sole Incorporator of the Corporation and thereafter to be determined from time to time by the BoardIncorporate. Directors need not be stockholdersstockholders of the Corporation.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (ARYA Sciences Acquisition Corp IV), Limited Liability Company Agreement (Amicus Therapeutics, Inc.)

Powers; Number; Qualifications. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as may be otherwise provided by law or in the certificate of incorporationincorporation of the Corporation. The Board of Directors shall consist of one or more members, the number thereof to be initially fixed by the Sole Incorporator of the Corporation and thereafter to be determined from time to time by the Board. Directors need not be stockholders.

Appears in 2 contracts

Samples: Intellectual Property Agreement (Harris Corp /De/), Intellectual Property Agreement (Stratex Networks Inc)

Powers; Number; Qualifications. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as may be otherwise provided by law or in the certificate of incorporation. The Board of Directors shall consist of one or more members, the number thereof to be initially fixed by the Sole Incorporator of the Corporation and thereafter to be determined from time to time by the Board. Directors need not be stockholders.

Appears in 1 contract

Samples: Agreement and Plan of Merger (NextWave Wireless Inc.)

Powers; Number; Qualifications. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as may be otherwise provided by applicable law or in the certificate of incorporationCharter. The Board of Directors shall consist of one or more membersmembers (each of whom shall be a natural person), the number thereof to be initially fixed by the Sole Incorporator of the Corporation and thereafter to be determined from time to time by the BoardBoard of Directors. Directors need not be stockholdersstockholders of the Corporation.

Appears in 1 contract

Samples: Business Combination Agreement (Diamond Eagle Acquisition Corp. \ DE)

Powers; Number; Qualifications. The business and affairs of the Corporation shall be managed by, and all corporate powers shall be exercised by or under under, the direction of the Board of Directors, except as may be otherwise provided by law in these bylaws or in the certificate articles of incorporation. The Board of Directors shall consist of one or more two members, the number thereof to be initially fixed by the Sole Incorporator of the Corporation and thereafter to be determined from time to time by the Board. Directors need not be stockholders.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Koninklijke Philips Electronics Nv)

Powers; Number; Qualifications. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as may be otherwise provided by applicable law or in the certificate of incorporationCharter. The Board of Directors shall consist of one or more members, the number thereof to be initially fixed by the Sole Incorporator of the Corporation and thereafter to be determined from time to time by the BoardBoard of Directors. Directors need not be stockholdersstockholders of the Corporation.

Appears in 1 contract

Samples: Joinder Agreement (DiamondPeak Holdings Corp.)

Powers; Number; Qualifications. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as may be otherwise provided by law or in the certificate of incorporation. The Board of Directors shall consist of one or more members, the number thereof to be initially fixed by the Sole Incorporator of the Corporation and thereafter to be determined from time to time by the BoardBoard of Directors. Directors need not be stockholders.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Spectranetics Corp)

Powers; Number; Qualifications. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as may be otherwise provided by law or in the certificate Certificate of incorporationIncorporation. The number of Directors which shall constitute the Board of Directors shall consist be not less than one (1) nor more than nine (9). The exact number of one or more members, the number thereof to Directors shall be initially fixed by the Sole Incorporator of the Corporation and thereafter to be determined from time to time time, within the limits specified in Section 3.1 of this Article or in the Certificate of Incorporation, by the BoardBoard of Directors. Directors need not be stockholdersstockholders of the Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Adit EdTech Acquisition Corp.)

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Powers; Number; Qualifications. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as may be otherwise provided by law or in the certificate of incorporation. The Board of Directors shall consist of one or more members, the number thereof to be initially fixed by the Sole Incorporator of the Corporation and thereafter to be determined from time to time by the Board. Directors need not be stockholders.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tekelec)

Powers; Number; Qualifications. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as may be otherwise provided by law or in the certificate of incorporation. The Board of Directors shall consist of one or more members, each of whom shall be a natural person, the number thereof to be initially fixed by the Sole Incorporator of the Corporation and thereafter to be determined from time to time by the Board. Directors need not be stockholders.

Appears in 1 contract

Samples: Agreement and Plan of Merger (United Rentals North America Inc)

Powers; Number; Qualifications. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as may be otherwise provided by law or in the certificate Certificate of incorporationIncorporation. The number of directors which shall constitute the Board of Directors shall consist be not less than one (1) nor more than three (3). The exact number of one or more members, the number thereof to directors shall be initially fixed by the Sole Incorporator of the Corporation and thereafter to be determined from time to time time, within the limits specified in this Section 3.1 or in the Certificate of Incorporation, by the BoardBoard of Directors. Directors need not be stockholdersstockholders of the Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ram Energy Resources Inc)

Powers; Number; Qualifications. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as may be otherwise provided by law or in the certificate of incorporation. The Board of Directors shall consist of one or more members, the number thereof to be initially fixed by the Sole Incorporator of the Corporation four (4) director and thereafter to be determined from time to time by the Board. Directors need not be stockholders.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Conceptus Inc)

Powers; Number; Qualifications. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as may be otherwise provided by law law, the Governance Agreement or in the certificate of incorporation. The Board of Directors shall consist of one or more seven members, the number thereof to be initially fixed by the Sole Incorporator of the Corporation and thereafter to be determined from time to time by the Board. Directors need not be stockholders.

Appears in 1 contract

Samples: Note Purchase Agreement (Angiotech Pharmaceuticals Inc)

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