We may make money when you click on links to our partners. The Certificate of Incorporation At the Effective Time, the certificate of incorporation of the Surviving Corporation (the “Charter”) shall be amended in its entirety to read as set forth in Exhibit A hereto, until thereafter amended as provided therein or by applicable Law.EWEEK content and product recommendations are editorially independent. The minute books of Concept X which will be made available for inspection contain accurate minutes of all meetings and accurate consents in lieu of meetings of the Board of Directors (and any committee thereof) and of the Shareholder of Concept X since the date of incorporation and accurately reflect all transactions referred to in such minutes and consents in lieu of meetings.Ĭertificate of Incorporation Bylaws (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by Delaware Law and such Certificate of Incorporation.Īrticles of Incorporation and By-Laws The complete and correct copies of the Company’s Articles and By-Laws, as amended or restated to date which have been filed with the Securities and Exchange Commission are a complete and correct copy of such document as in effect on the date hereof and as of the Closing Date.Ĭertificate of Incorporation By-laws (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 as provided by law and such Certificate of Incorporation.Īrticles of Incorporation of the Surviving Corporation The Articles of Incorporation of the Company as in effect immediately prior to the Effective Time will be the Articles of Incorporation of the Surviving Corporation. At the Effective Time, the Bullion by-laws shall be amended to be identical to the by-laws of Merger Sub in effect immediately prior to the Effective Time and as so amended shall be the by-laws of the Surviving Corporation until thereafter amended in accordance with applicable Law and this Agreement.Īmendment to Certificate of Incorporation The Depositor will not amend its Certificate of Incorporation or state of incorporation without prior notice to the Rating Agencies, the Indenture Trustee, and the Credit Enhancer.Ĭertificate of Incorporation, Bylaws, and Minute Books Copies of the Certificate of Incorporation and of the other corporate documents of Concept X which will be delivered to GMEC are true, correct and complete copies thereof. Related to Delivery of ZES Articles of IncorporationĪrticles of Incorporation Copies of the articles of incorporation or charter documents certified to be true and complete as of a recent date by the appropriate governmental authority of the state of its incorporation.Īrticles of Incorporation Bylaws (a) At the Effective Time, the Articles of Incorporation of Acquiror, 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.Īrticles of Incorporation By-laws At the Effective Time and by virtue of the Merger, (a) the Bullion articles of incorporation shall be amended to be identical to the articles of incorporation of Merger Sub as in effect immediately prior to the Effective Time, except (i) that the name of the corporation may be changed as determined by Eurasian, (ii) that any provisions of the articles of incorporation of Merger Sub relating to the incorporator of Merger Sub shall be omitted and (iii) as so amended shall be the amended and restated articles of incorporation of the Surviving Corporation until thereafter amended in accordance with applicable Law and this Agreement.

Articles of Incorporation of the Surviving Corporation.Certificate of Incorporation, Bylaws, and Minute Books.

Amendment to Certificate of Incorporation.

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