Common use of Secretary and a Treasurer Clause in Contracts

Secretary and a Treasurer. The Board of Directors, in its discretion, also may choose a Chairman of the Board of Directors (who must be a director) and one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers and other officers. Any number of offices may be held by the same person, unless otherwise prohibited by law, the Certificate of Incorporation or these By-Laws. The officers of the Corporation need not be stockholders of the Corporation nor, except in the case of the Chairman of the Board of Directors, need such officers be directors of the Corporation.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Regal Entertainment Group), Agreement and Plan of Merger (Alliance HealthCare Services, Inc), Agreement and Plan of Merger (Cornerstone Therapeutics Inc)

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Secretary and a Treasurer. The Board of Directors, in its discretion, may also may choose a Chairman of the Board of Directors (who must be a director) ), and one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers and other officers. Any number of offices may be held by the same person, unless otherwise prohibited by law, the Certificate of Incorporation or these By-Laws. The officers of the Corporation need not be stockholders of the Corporation nor, except in the case of the Chairman of the Board of Directors, need such officers be directors of the Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Sapiens International Corp N V), Merger Agreement (Ness Technologies Inc)

Secretary and a Treasurer. The Board of Directors, in its discretion, also may choose a Chairman of the Board of Directors (who must be a director) ), a Chief Executive Officer and one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers and other officers. Any number of offices may be held by the same person, unless otherwise prohibited by law, law or the Certificate of Incorporation or these By-LawsIncorporation. The officers of the Corporation need not be stockholders of the Corporation nor, except in the case of the Chairman of the Board of Directors, need such officers be directors of the Corporation.

Appears in 2 contracts

Samples: TRW Automotive Inc, TRW Automotive Inc

Secretary and a Treasurer. The Board of Directors, in its discretion, also may choose a Chairman of the Board of Directors (who must be a director) and one or more Senior Vice Presidents, Vice Presidents, Assistant Secretaries, Assistant Treasurers and other officers. Any number of offices may be held by the same person, unless otherwise prohibited by law, law or the Certificate Articles of Incorporation or these By-LawsIncorporation. The officers of the Corporation need not be stockholders of the Corporation nor, except in the case of the Chairman of the Board of Directors, need such officers be directors of the Corporation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Newport Corp), Agreement and Plan of Merger (MKS Instruments Inc)

Secretary and a Treasurer. The Board of Directors, in its discretion, may also may choose a Chairman of the Board of Directors Directors, one or more Vice Chairmen (who must be a directordirectors) and one or more Vice Presidents, Assistant Secretaries, Secretaries and Assistant Treasurers and other officersas it may deem proper. Any number of offices may be held by the same person, unless otherwise prohibited by law, the Certificate of Incorporation or these By-LawsBylaws. The officers of the Corporation need not be stockholders of the Corporation nor, except in the case of the Chairman of the Board of DirectorsDirectors and any Vice Chairman, need such officers be directors of the Corporation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (BAE Systems, Inc.), Agreement and Plan of Merger (Bae Systems PLC)

Secretary and a Treasurer. The Board of Directors, in its discretion, may also may choose a Chairman of the Board of Directors (who must be a director) and one or more Vice Vice-Presidents, Assistant Secretaries, Assistant Treasurers and other officers. Any number of offices may be held by the same person, unless otherwise prohibited by law, the Certificate of Incorporation or these By-Laws. The officers of the Corporation need not be stockholders of the Corporation nor, except in the case of the Chairman of the Board of Directors, need such officers be directors of the Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Unum Corp), Merger Agreement (Provident Companies Inc /De/)

Secretary and a Treasurer. The Each of such officers shall be elected and his compensation fixed by the Board of Directors, in its discretionbut none of them, also may choose a other than the Chairman of the Board, Vice Chairman of the Board, and the President, need be members of the Board of Directors (who must be a director) and one Directors. Any two or more Vice Presidents, Assistant Secretaries, Assistant Treasurers and other officers. Any number of such offices may be held by the same person, unless otherwise prohibited by law, except that the Certificate Office of Incorporation or these By-Laws. The officers of the Corporation need Secretary shall not be stockholders of the Corporation nor, except in the case of held by either the Chairman of the Board or the President. The Board of Directors, need such officers Directors shall designate the Chairman of the Board or the President to be directors the Chief Executive Officer of the Corporation.

Appears in 1 contract

Samples: Agreement (Hmi Industries Inc)

Secretary and a Treasurer. The Board of Directors, in its discretion, also may choose a Chairman of the Board of Directors (who must be a director) and one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers and other officers. Any number of offices may be held by the same person, unless otherwise prohibited by law, law or the Certificate of Incorporation or these By-LawsIncorporation. The officers of the Corporation need not be stockholders of the Corporation nor, except in the case of the Chairman of the Board of Directors, need such officers be directors of the Corporation.

Appears in 1 contract

Samples: Business Combination Agreement (Chrysler Corp /De)

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Secretary and a Treasurer. The Board of Directors, in its discretion, Directors may also may choose a Chairman of the Board of Directors (who must be a director) Board, Chief Operating Officer, Vice Presidents and one (1) or more Vice Presidents, Assistant Secretaries, Secretaries and Assistant Treasurers and other officersTreasurers. Any number of offices Two (2) or more officers may be held by the same person, unless otherwise prohibited by law, the Certificate of Incorporation or these By-Laws. The officers of the Corporation need not be stockholders of the Corporation nor, except in the case of the Chairman of the Board of Directors, need such officers be directors of the Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Havana Group Inc)

Secretary and a Treasurer. The Board of Directors, in its discretion, also may choose a Chairman of the Board of Directors (who must be a director) and one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers and other officers. Any number of offices may be held by the same person, unless otherwise prohibited by law, the Certificate of Incorporation or these By-Laws. The officers of the Corporation need not be stockholders of the Corporation nor, except in the case of the Chairman of the Board of Directors, need such officers be directors of the Corporation.. Section 4.2

Appears in 1 contract

Samples: Iii Agreement and Plan of Merger (Bioclinica Inc)

Secretary and a Treasurer. The Board of Directors, in its discretion, may also may choose a Chairman of the Board of Directors (who must be a director) ), one or more Vice Chairmen of the Board (who need not be directors), and one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers and other officers. Any number of offices may be held by the same person, unless otherwise prohibited by law, the Certificate Articles of Incorporation or these By-Laws. The officers of the Corporation need not be stockholders of the Corporation nor, except in the case of the Chairman of the Board of DirectorsBoard, need such officers be directors of the Corporation.

Appears in 1 contract

Samples: Securities Purchase Agreement (Borders Group Inc)

Secretary and a Treasurer. The Board of Directors, in its discretion, may also may choose a Chairman of the Board of Directors (who must be a director) and Chief Operating Officer, one or more Vice Vice-Presidents, one or more Assistant SecretariesSecretaries and Assistant Treasurers, Assistant Treasurers and such other officersofficers as may be appointed in accordance with the provisions of Section 2 hereof. Any number of offices may be held by the same person, unless otherwise prohibited by law, the Certificate of Incorporation or these By-LawsBylaws. The officers of the Corporation need not be stockholders of the Corporation nor, except in the case of the Chairman of the Board of Directors, nor need such officers be directors of the Corporation.

Appears in 1 contract

Samples: Intermedia Communications Inc

Secretary and a Treasurer. The Board of Directors, in its discretion, also may choose a Chairman of the Board of Directors (who must be a director) and one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers and other officers. Any number of offices may be held by the same person, unless otherwise prohibited by law, the Certificate of Incorporation or these By-LawsBylaws. The officers of the Corporation need not be stockholders of the Corporation nor, except in the case of the Chairman of the Board of Directors, need such officers be directors of the Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Dts, Inc.)

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