Bylaws; Directors and Officers. Without any further action by the Company and Subsidiary, the Bylaws of the Subsidiary, as in effect immediately prior to the Effective Time, shall from and after the Effective Time be and continue to be the Bylaws of the Surviving Corporation until amended as provided therein. The directors of Subsidiary at the Effective Time and the officers of the Company shall at the Effective Time, from and after the Effective Time, be the initial directors and officers of the Surviving Corporation until their successors shall have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s Articles of Incorporation and Bylaws.
Bylaws; Directors and Officers. 2.3 The Articles of Incorporation of the Surviving Company from and after the Closing shall be the Articles of Incorporation of the Acquirer until thereafter amended in accordance with the provisions therein and as provided by the applicable provisions of the State Corporation Law. The Bylaws of the Surviving Company from and after the Closing shall be the Bylaws of the Acquirer as in effect immediately prior to the Closing, continuing until thereafter amended in accordance with their terms, the Articles of Incorporation of the Surviving Company and as provided by the State Corporation Law. The Directors of the Company at the Effective Time shall continue to be the Officers of the Surviving Company.
Bylaws; Directors and Officers. From and after the Effective Time until as provided by law, the Bylaws, as amended, of the Corporation shall be the Bylaws of the Surviving Entity, and the directors and officers of the Corporation in office immediately prior to the Effective Time shall become the directors and officers of the Surviving Entity as of the Effective Time.
Bylaws; Directors and Officers. 2 SECTION 1.6. COMPANY STOCK PLANS; WARRANTS...................................................... 3 SECTION 1.7. PAYMENT FOR SHARES................................................................. 3 SECTION 1.8. DISSENTING SHARES.................................................................. 5
Bylaws; Directors and Officers. 2 1.4 Filing of Certificate of Merger; Effective Date; Effective Time.................................3 1.5
Bylaws; Directors and Officers. The Bylaws of the Surviving Corporation at the Effective Time shall be governing thereafter until amended as provided therein or by applicable law. The Board of Directors and the officers of the Surviving Corporation at the Effective Time shall remain in those positions following the merger to serve as provided in the Bylaws of the Surviving Corporation.
Bylaws; Directors and Officers. Unless otherwise determined by Parent and the Company prior to the Effective Time:
Bylaws; Directors and Officers. 2 1.4 Filing of Certificate of Merger; Effective Date; Effective Time........................ 2 1.5 Effects of Merger...................................................................... 2 1.6 Tax-Free Reorganization................................................................ 2 2. STATUS AND CONVERSION OF SECURITIES..................................................... 3 2.1 Company Capital Stock.................................................................. 3 2.2 Merger Subsidiary Common Stock......................................................... 3
Bylaws; Directors and Officers. The Certificate of Incorporation and the Bylaws of the Purchaser in effect immediately prior to the Effective Time will be the Certificate of Incorporation and Bylaws of the Surviving Corporation until amended in accordance with applicable law; provided, however, that all rights to indemnification now existing in favor of directors and officers of the Company and its Subsidiaries as provided in their respective charters or by-laws will survive the Merger and continue in full force and effect for a period of not less than the statute of limitations applicable to such matters. The directors of the Purchaser immediately prior to the Effective Time and the officers of the Company immediately prior to the Effective Time will be the directors and officers of the Surviving Corporation until their respective death, permanent disability, resignation or removal or until their respective successors are duly elected and qualified all in accordance with applicable law.
Bylaws; Directors and Officers. (a) At the Effective Time, the Bylaws of the Sub, as in effect at the Effective Time, shall become, from and after the Effective Time, the Bylaws of the Surviving Corporation.
