Common use of Certificate of Incorporation; Bylaws; Directors and Officers Clause in Contracts

Certificate of Incorporation; Bylaws; Directors and Officers. 2.3 The Certificate of Incorporation of the Surviving Company from and after the Closing shall be the Certificate 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 THC as in effect immediately prior to the Closing, continuing until thereafter amended in accordance with their terms, the Certificate of Incorporation of the Surviving Company and as provided by the State Corporation Law. The Directors of the Acquirer at the Effective Time shall continue to be the Directors of the Surviving Company.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Leweandowski Fanny), Agreement and Plan of Merger (Cirus Telecom Inc)

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Certificate of Incorporation; Bylaws; Directors and Officers. 2.3 The Certificate of Incorporation of the Surviving Company from and after the Closing shall be the Certificate 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 THC the Acquirer as in effect immediately prior to the Closing, continuing until thereafter amended in accordance with their terms, the Certificate of Incorporation of the Surviving Company and as provided by the State Corporation Law. The Directors of the Acquirer at the Effective Time shall continue to be the Directors of the Surviving CompanyAcquirer.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Woozyfly Inc.), Agreement and Plan of Merger (Bonanza Oil & Gas, Inc.)

Certificate of Incorporation; Bylaws; Directors and Officers. 2.3 The Certificate of Incorporation of the Surviving Company from and after the Closing shall be the Certificate 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 THC SURGE as in effect immediately prior to the Closing, continuing until thereafter amended in accordance with their terms, the Certificate of Incorporation of the Surviving Company and as provided by the State Corporation Law. The Directors of the Acquirer at the Effective Time shall continue to be the Directors of the Surviving CompanyCompany until thereafter amended in accordance with the provisions therein and as provided by the applicable provisions of the State Corporation Law.

Appears in 2 contracts

Samples: Merger Agreement (Surge Technologies Corp), Merger Agreement (Surge Technologies Corp)

Certificate of Incorporation; Bylaws; Directors and Officers. 2.3 The Certificate of Incorporation of the Surviving Company from and after the Closing shall be the Certificate of Incorporation of the Acquirer ProVision 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 THC ProVision as in effect immediately prior to the Closing, continuing until thereafter amended in accordance with their terms, the Certificate of Incorporation of the Surviving Company and as provided by the State Corporation Law. The Directors of the Acquirer ProVision at the Effective Time shall continue to be the Directors of the Surviving CompanyMerger Sub.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (MailTec, Inc.), And Restated Agreement and Plan of Merger (MailTec, Inc.)

Certificate of Incorporation; Bylaws; Directors and Officers. 2.3 The Certificate of Incorporation of the Surviving Company from and after the Closing shall be the Certificate 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 THC Reliablecom as in effect immediately prior to the Closing, continuing until thereafter amended in accordance with their terms, the Certificate of Incorporation of the Surviving Company and as provided by the State Corporation Law. The Directors of the Acquirer at the Effective Time shall continue to be the Directors of the Surviving CompanyReliablecom.

Appears in 1 contract

Samples: Agreement and Plan of Merger (CTT International Distributors Inc.)

Certificate of Incorporation; Bylaws; Directors and Officers. 2.3 The Certificate of Incorporation of the Surviving Company from and after the Closing shall be the Certificate 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 THC the Acquirer as in effect immediately prior to the Closing, continuing until thereafter amended in accordance with their terms, the Certificate of Incorporation of the Surviving Company and as provided by the State Corporation Law. The Directors of the Acquirer Omnimed at the Effective Time shall continue to be the Directors of the Surviving Company.Company after the Closing. Conversion of Securities

Appears in 1 contract

Samples: Agreement and Plan of Merger (Bio Solutions International Inc)

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Certificate of Incorporation; Bylaws; Directors and Officers. 2.3 The Certificate of Incorporation of the Surviving Company from and after the Closing shall be the Certificate 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 THC the Acquirer as in effect immediately prior to the Closing, continuing until thereafter amended in accordance with their terms, the Certificate of Incorporation of the Surviving Company and as provided by the State Corporation Law. The Directors of the Acquirer BTRNet at the Effective Time shall continue to be the Directors of the Surviving CompanyCompany after the Closing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Map Vi Acquisition, Inc.)

Certificate of Incorporation; Bylaws; Directors and Officers. 2.3 The Certificate of Incorporation of the Surviving Company from and after the Closing shall be the Certificate 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 THC the Acquirer as in effect immediately prior to the Closing, continuing until thereafter amended in accordance with their terms, the Certificate of Incorporation of the Surviving Company and as provided by the State Corporation Law. The Directors of the Acquirer Xxxxxxxxx at the Effective Time shall continue to be become the Directors of the Surviving CompanyCompany after the Closing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Huron Ventures Inc)

Certificate of Incorporation; Bylaws; Directors and Officers. 2.3 The Certificate of Incorporation of the Surviving Company from and after the Closing shall be the Certificate of Incorporation of the Acquirer 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 THC APOLLO as in effect immediately prior to the Closing, continuing until thereafter amended in accordance with their terms, the Certificate of Incorporation of the Surviving Company and as provided by the State Corporation Law. The Directors of the Acquirer ACQUIRER at the Effective Time shall continue to be the Directors of the Surviving CompanyAPOLLO.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Siclone Industries Inc)

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