Directors. At the Effective Time, the initial directors of the Surviving Corporation shall be the directors of Merger Sub immediately prior to the Effective Time, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified.
Appears in 35 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Imperva Inc), Agreement and Plan of Merger (Barracuda Networks Inc)
Directors. At the Effective Time, the initial directors of the Surviving Corporation shall be the directors of Merger Acquisition Sub immediately prior to the Effective TimeTime shall become the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified.
Appears in 16 contracts
Samples: Agreement and Plan of Merger (Mattersight Corp), Agreement and Plan of Merger (Itron Inc /Wa/), Agreement and Plan of Merger (Silver Spring Networks Inc)
Directors. At the Effective Time, the initial directors of the Surviving Corporation shall will be the directors of Merger Sub as of immediately prior to the Effective Time, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified.
Appears in 16 contracts
Samples: Agreement and Plan of Merger (Rover Group, Inc.), Agreement and Plan of Merger (New Relic, Inc.), Agreement and Plan of Merger (Embark Technology, Inc.)
Directors. At the Effective Time, the The initial directors of the Surviving Corporation shall be the directors of Merger Sub as of immediately prior to the Effective Time, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified.
Appears in 14 contracts
Samples: Agreement and Plan of Merger (Mechanical Technology Inc), Agreement and Plan of Merger (Kimball International Inc), Agreement and Plan of Merger (Tippingpoint Technologies Inc)
Directors. At The Parties will take all necessary actions so that at the Effective Time, the initial directors of the Surviving Corporation shall will be the directors of Merger Sub as of immediately prior to the Effective Time, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Activision Blizzard, Inc.), Agreement and Plan of Merger (Nuance Communications, Inc.), Agreement and Plan of Merger (Echelon Corp)
Directors. At the Effective Time, the The initial directors of the Surviving Corporation shall be the directors of Merger Sub immediately prior to the Effective Time, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified.
Appears in 8 contracts
Samples: Plan of Merger (New Age Beverages Corp), Agreement and Plan of Merger (Solectron Corp), Agreement and Plan of Merger (Flextronics International Ltd.)
Directors. At the Effective Time, the initial directors of the Surviving Corporation shall be the directors of Merger Acquisition Sub immediately prior to the Effective Time, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Emc Corp), Agreement and Plan of Merger (3PAR Inc.), Agreement and Plan of Merger (Hewlett Packard Co)
Directors. At The directors of the Merger Sub at the Effective Time, Time will be the initial directors of the Surviving Corporation shall be the directors of Merger Sub immediately prior to and will hold office from the Effective Time, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation Time until their respective successors are duly elected or appointed and qualifiedqualified in the manner provided in the certificate of incorporation and the bylaws of the Surviving Corporation or as otherwise provided by Law.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Himax Technologies, Inc.), Agreement and Plan of Merger (PLX Technology Inc), Agreement and Plan of Merger (Maxim Integrated Products Inc)
Directors. At the Effective Time, the initial The directors of the Surviving Corporation shall will be the directors of the Merger Sub Subsidiary immediately prior to the Effective Time, each to and such directors, together with any additional directors as may thereafter be elected, will hold such office until such time as their successors shall be duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualifiedBylaws.
Appears in 5 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Ubs Ag/Ny), Agreement and Plan of Merger (Ubs Preferred Funding Co LLC I)
Directors. At the Effective Time, the initial directors of the Surviving Corporation shall will be the directors of Merger Sub as of immediately prior to the Effective Time, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified, or until their earlier death, resignation or removal.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Transphorm, Inc.), Agreement and Plan of Merger (Alteryx, Inc.), Agreement and Plan of Merger (Momentive Global Inc.)
Directors. At the Effective Time, the initial directors of the Surviving Corporation shall be the directors of Merger Sub immediately prior to the Effective Time, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Microsemi Corp), Agreement and Plan of Merger (Lattice Semiconductor Corp), Agreement and Plan of Merger (Microchip Technology Inc)
Directors. At The directors of MergerSub immediately prior to the Effective Time, Time shall be the initial directors of the Surviving Corporation shall be the directors of Merger Sub immediately prior to the Effective TimeCorporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualifiedqualified or until their earlier death, resignation, or removal.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Texas Instruments Inc), Agreement and Plan of Merger (Integrated Sensor Solutions Inc), Agreement and Plan of Merger (Invitrogen Corp)
Directors. At the Effective Time, the initial directors of the Surviving Corporation shall be the The directors of Merger Sub immediately prior to the Effective TimeTime shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until their respective successors are such director's successor is duly elected or appointed and qualified.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Savia Sa De Cv), Agreement and Plan of Merger (Seminis Inc), Agreement and Plan of Merger (Seminis Inc)
Directors. At the Effective Time, the initial The directors of the Surviving Corporation shall be consist of the directors of Merger Sub immediately prior to the Effective Time, each such directors to hold office in accordance with from the Certificate of Incorporation and Bylaws of the Surviving Corporation Effective Time until their respective successors are duly elected or appointed and qualified.
Appears in 4 contracts
Samples: Employment Agreement (Contour Medical Inc), Employment Agreement (World Access Inc), Employment Agreement (Lochridge Scott F)
Directors. At the Effective Time, the initial directors of the Surviving Corporation shall will be the directors of Merger Sub as of immediately prior to the Effective Time, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Zymergen Inc.), Agreement and Plan of Merger (Ginkgo Bioworks Holdings, Inc.), Agreement and Plan of Merger (Del Frisco's Restaurant Group, Inc.)
Directors. At the Effective Time, the The initial directors of the Surviving Corporation shall be the directors of Merger Sub as of immediately prior to the Effective Time, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualifiedqualified or until their earlier death, resignation or removal in accordance with the Certificate of Incorporation and the Bylaws of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Optical Communication Products Inc), Agreement and Plan of Merger (Genentech Inc), Agreement and Plan of Merger (Oplink Communications Inc)
Directors. At The directors of Merger Sub at the Effective Time, Time shall be the initial directors of the Surviving Corporation shall be the directors of Merger Sub immediately prior to the Effective TimeCorporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until their respective successors are such director's successor is duly elected or appointed and qualified.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Kofax Image Products Inc), Agreement and Plan of Merger (Silver David S), Agreement and Plan of Merger (Ticketmaster Online Citysearch Inc)
Directors. At the Effective Time, the initial The directors of the Surviving Corporation shall initially be the directors of Merger Sub as of immediately prior to the Effective TimeClosing, each to hold office in accordance with the Certificate certificates of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation and until their respective successors are his or her successor is duly elected or appointed and qualified.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Majesco), Agreement and Plan of Merger (Majesco), Agreement and Plan of Merger (InsPro Technologies Corp)
Directors. At the Effective Time, the initial directors of the Surviving Corporation shall be the The directors of Merger Sub immediately prior to the Effective TimeTime shall be the initial directors of the Surviving Corporation, each to hold office from the Effective Time in accordance with the Certificate of Incorporation and Bylaws By-Laws of the Surviving Corporation and until their respective successors are his or her successor is duly elected or appointed and qualified.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Apartment Investment & Management Co), Agreement and Plan of Merger (Apartment Investment & Management Co), Agreement and Plan of Merger (NHP Inc)
Directors. At The directors of Merger Sub at the Effective Time, Time shall be the initial directors of the Surviving Corporation shall be the directors of Merger Sub immediately prior to the Effective TimeCorporation, each to hold office from the Effective Time in accordance with the Certificate of Incorporation and Bylaws By-Laws of the Surviving Corporation and until their respective successors are his or her successor is duly elected or appointed and qualified.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (HMC Acquisition Corp /De/), Agreement and Plan of Merger (Heritage Media Corp), Agreement and Plan of Merger (New World Communications Group Inc)
Directors. At Unless otherwise determined by Parent prior to the Effective Time, the initial directors of the Surviving Corporation shall be the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation immediately after the Effective Time, each to hold the office of a director of the Surviving Corporation in accordance with the Certificate provisions of Incorporation Delaware Law and Bylaws the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors are his or her successor is duly elected or appointed and qualified.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Danimer Scientific, Inc.), Agreement and Plan of Merger, Agreement and Plan of Merger (Salesforce Com Inc)
Directors. At the Effective Time, the initial only directors of the Surviving Corporation shall will be the directors of Merger Sub as of immediately prior to the Effective Time, each to hold office in accordance with the Certificate articles of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified, or until their earlier death, resignation or removal.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Fuller Max L), Agreement and Plan of Merger (Us Xpress Enterprises Inc), Agreement and Plan of Merger (Knight-Swift Transportation Holdings Inc.)
Directors. At Unless otherwise determined by Acquiror prior to the Effective Time, the initial directors of the Surviving Corporation shall be the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation immediately after the Effective Time, each to hold the office of a director of the Surviving Corporation in accordance with the Certificate provisions of Incorporation Delaware Law and Bylaws the certificate of incorporation and bylaws of the Surviving Corporation until their respective his or her successors are is duly elected or appointed and qualified.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Elastic N.V.), Agreement and Plan of Merger (Pluralsight, Inc.), Merger Agreement (Acxiom Corp)
Directors. At the Effective Time, the initial directors of the Surviving Corporation shall be the directors of Merger Sub immediately prior to the Effective Time, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until their his or her respective successors are successor is duly elected or appointed and qualified.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Nuance Communications, Inc.), Agreement and Plan of Merger (Transcend Services Inc), Agreement and Plan of Merger (Nuance Communications, Inc.)
Directors. At The directors of MergerSub immediately prior to the Effective Time, Time shall be the initial directors of the Surviving Corporation shall be the directors of Merger Sub immediately prior to and will hold office from the Effective Time, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation Time until their respective successors are duly elected or appointed and qualifiedqualified in the manner provided in the Certificate of Incorporation and the Bylaws of the Surviving Corporation or as otherwise provided by law.
Appears in 3 contracts
Samples: Agreement of Merger and Plan of Reorganization (Lumber Liquidators, Inc.), Agreement of Merger and Plan of Reorganization (Hibbett Sporting Goods Inc), Agreement of Merger and Plan (Matria Healthcare Inc)
Directors. At the Effective Time, the initial directors of the Surviving Corporation shall be the directors of Merger Sub immediately prior to the Effective Time, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until their his or her respective successors are successor is duly elected or appointed and qualified.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (SCSF Equities, LLC), Agreement and Plan of Merger (Kellwood Co), Agreement and Plan of Merger (Kellwood Co)
Directors. At the Effective Time, the initial The directors of the Surviving Corporation shall be the directors of the Merger Sub Subsidiary immediately prior to the Effective Time, each to and such directors, together with any additional directors as may thereafter be elected, shall hold such office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until such time as their respective successors are shall be duly elected or appointed and qualified.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Us Bancorp \De\), Agreement and Plan of Merger (Piper Jaffray Companies Inc), Agreement and Plan of Merger (Kinnard Investments Inc)
Directors. At the Effective Time, the initial directors of the Surviving Corporation shall be the directors of Merger Sub immediately prior to the Effective Time, each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Rentrak Corp), Agreement and Plan of Merger and Reorganization (Comscore, Inc.), Agreement and Plan of Merger (Sonosite Inc)
Directors. At the Effective Time, the initial directors of the Surviving Corporation shall be the directors of Merger Sub immediately prior to the Effective TimeTime shall become the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate articles of Incorporation organization and Bylaws bylaws of the Surviving Corporation until their resignation or removal or until their respective successors are duly elected or appointed and qualified, whichever is earlier.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cohu Inc), Agreement and Plan of Merger (Xcerra Corp), Agreement and Plan of Merger (Xcerra Corp)
Directors. At the Effective Time, the initial directors of the Surviving Corporation shall be the directors of Merger Sub immediately prior to the Effective TimeTime shall become the directors of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Exar Corp), Agreement and Plan of Merger (Maxlinear Inc)
Directors. At the Effective Time, the initial directors of the --------- Surviving Corporation shall be the directors of Merger Sub immediately prior to the Effective Time, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Exhibit 1 (Peregrine Systems Inc), Agreement and Plan of Merger (Remedy Corp)
Directors. At The directors of Merger Sub at the Effective Time shall be the initial directors of the Surviving Corporation, to hold office in accordance with the articles of incorporation and bylaws of the Surviving Corporation until their successors are duly elected or appointed and qualified or until their earlier death, resignation or removal; PROVIDED, HOWEVER, that immediately following the Effective Time, the initial board of directors of the Surviving Corporation shall be the directors comprised of Merger Sub immediately prior those individuals set forth on Schedule 2.6 to the Effective Time, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualifiedthis Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Westfield America Management LTD), Agreement and Plan of Merger (Westfield Holdings LTD /)
Directors. At the Effective Time, the initial directors of the Surviving Corporation shall be the directors of Merger Sub immediately prior to the Effective Time, each to hold office in accordance with the Certificate of Incorporation Charter and Bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sumtotal Systems Inc), Agreement and Plan of Merger (Vista Equity Partners Fund III LP)
Directors. At the Effective Time, the The initial directors of the Surviving Corporation Company shall be consist of the directors of Merger Sub as of immediately prior to the Effective Time, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified, or until their earlier death, resignation or removal in accordance with the Surviving Company’s memorandum and articles of association.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ren Jinsheng), Agreement and Plan of Merger (Simcere Pharmaceutical Group)
Directors. At the Effective Time, the initial directors of the Surviving Corporation shall be the The directors of Merger Sub immediately prior to the Effective TimeTime shall become the directors of the Surviving Corporation, each which individuals shall serve as directors of the Surviving Corporation until the earlier of their resignation or removal or their otherwise ceasing to hold office be directors or until their respective successors are duly appointed or elected in accordance with the Amended and Restated Certificate of Incorporation and Bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualifiedapplicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger And (Ask Jeeves Inc), Agreement and Plan of Merger and Reorganization (Iac/Interactivecorp)
Directors. At The directors of Merger Sub at the Effective Time, Time shall be the initial directors of the Surviving Corporation shall be the directors of Merger Sub immediately prior to the Effective TimeCorporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws Organizational Documents of the Surviving Corporation until their respective successors are such director’s successor is duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Santarus Inc), Agreement and Plan of Merger (Santarus Inc)
Directors. At the Effective Time, the initial directors of the Surviving Corporation shall be the directors of Merger Sub immediately prior to the Effective Time, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualifiedqualified or until their earlier death, resignation or removal in accordance with the memorandum of association and articles of association of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Trina Solar LTD), Agreement and Plan of Merger (Liu Tianwen)
Directors. At The directors of Merger Sub at the Effective Time, Time will be the initial directors of the Surviving Corporation shall be the directors of Merger Sub immediately prior to the Effective TimeCorporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until their respective successors are such director's successor is duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Univision Communications Inc), Agreement and Plan of Reorganization (International Rectifier Corp /De/)
Directors. At Unless otherwise determined by Cloudera and Hortonworks prior to the Effective Time, at the Effective Time, the initial directors of the Surviving Corporation shall be the directors of Merger Sub immediately prior to the Effective Time, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Hortonworks, Inc.), Agreement and Plan of Merger and Reorganization (Cloudera, Inc.)
Directors. At The directors of Merger Sub at the Effective Time, Time shall be the initial directors of the Surviving Corporation shall be the directors of Merger Sub immediately prior to the Effective TimeCorporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws bylaws of the Surviving Corporation until their respective successors are such director’s successor is duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Improvenet Inc), Agreement and Plan of Merger (Pharmion Corp)
Directors. At the Effective Time, the The initial directors of the Surviving Corporation shall be the directors of Merger Sub immediately prior to the Effective Time, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualifiedqualified in accordance with Delaware Law, and the Certificate of Incorporation and Bylaws of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Sage Inc/Ca), Agreement and Plan of Merger (Insightful Corp)
Directors. At the Effective Time, the initial directors of the Surviving Corporation shall be the directors of Merger Sub immediately prior to the Effective Time, each to hold office in accordance with the Certificate of Incorporation charter and Bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sumtotal Systems Inc), Agreement and Plan of Merger (Entrust Inc)
Directors. At The directors of Merger Corp. immediately prior to the Effective Time, Time shall be the initial directors of the Surviving Corporation shall be the directors of Merger Sub immediately prior to the Effective TimeCorporation, each to hold office in accordance with the Certificate articles of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until their respective successors are such director's successor is duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Quality Dining Inc), Agreement and Plan of Merger (Quality Dining Inc)
Directors. At the Effective Time, the initial directors of the Surviving Corporation shall be the directors of Merger Sub immediately prior to the Effective Time, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified. Each director of the Company immediately prior to the Effective Time shall execute and deliver a letter effectuating his or her resignation as a member of the Board of Directors of the Company to be effective immediately prior to the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fusion-Io, Inc.), Agreement and Plan of Merger (Sandisk Corp)
Directors. At The directors of MergerSub immediately prior to the Effective Time, Time shall be the initial directors of the Surviving Corporation shall be the directors of Merger Sub immediately prior to the Effective TimeCorporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws By-laws of the Surviving Corporation until their respective successors are duly elected or appointed and qualifiedqualified or until their earlier death, resignation or removal.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ari Network Services Inc /Wi)
Directors. At the Effective Time, the initial directors of the Surviving Corporation shall will be the directors of Merger Sub as of immediately prior to the Effective Time, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualifiedqualified in accordance therewith.
Appears in 1 contract
Directors. At the Effective Time, the initial directors of the Surviving Corporation Company shall be the directors of Merger Sub immediately prior to the Effective Time, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualifiedqualified or until their earlier death, resignation or removal in accordance with the memorandum of association and articles of association of the Surviving Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Vimicro International CORP)
Directors. At the Effective Time, the initial The directors of the Surviving Corporation shall be the directors of Merger Sub the Company immediately prior to the Holdings Merger Effective Time, each to hold office and such directors shall serve in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified.
Appears in 1 contract
Samples: Recapitalization and Investment Agreement (Pike Holdings, Inc.)
Directors. At the Effective Time, the initial directors of the Surviving Corporation shall be the directors of Merger Sub immediately prior to the Effective Time, each to hold office in accordance with the Certificate of Incorporation Charter and Bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified, or until their death, resignation or removal.
Appears in 1 contract
Directors. At the Effective Time, the initial directors of the Surviving Corporation shall will be the directors of Merger Sub Purchaser as of immediately prior to the Effective Time, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified, or until their resignation or removal.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Thorne Healthtech, Inc.)
Directors. At Unless otherwise determined by Parent prior to the Effective Time, the initial directors of the Surviving Corporation shall be the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation as of the Effective Time, each to hold the office of a director of the Surviving Corporation in accordance with the Certificate provisions of the CGCL and the Articles of Incorporation and Bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Accelrys, Inc.)
Directors. At the Effective Time, the initial directors of the Surviving Corporation shall Company will be the directors of Merger Sub as of immediately prior to the Effective Time, each to hold office in accordance with the Certificate provisions of Incorporation the CICL and Bylaws the memorandum and articles of association of the Surviving Corporation Company until their respective successors are duly elected or appointed and qualified.
Appears in 1 contract
Directors. At Unless otherwise determined by Torque prior to the Effective Time, the initial directors of the Surviving Corporation shall be the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation immediately after the Effective Time, each to hold the office of director of the Surviving Corporation in accordance with the Certificate provisions of Incorporation the DGCL and Bylaws the certificate of incorporation and by-laws of the Surviving Corporation until their respective successors are his or her successor is duly elected or appointed and qualified.
Appears in 1 contract
Samples: Engine Merger (Torque Esports Corp.)
Directors. At the Effective Time, the initial directors of the Surviving Corporation shall be the directors of Merger Sub immediately prior to the Effective Time, each to hold office in accordance with the Certificate articles of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified.
Appears in 1 contract
Directors. At The directors of the Merger Sub immediately prior to the Effective Time, Time shall be the initial directors of the Surviving Corporation shall be the directors of Merger Sub immediately prior to and will hold office from the Effective Time, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation Time until their respective successors are duly elected or appointed and qualifiedqualified in the manner provided in the certificate of incorporation and the bylaws of the Surviving Corporation or as otherwise provided by law.
Appears in 1 contract
Directors. At the Effective Time, the initial directors of the Surviving Corporation shall be the directors of Merger Sub immediately prior to the Effective Time, each to hold office in accordance with the Certificate of Incorporation and Bylaws Organizational Documents of the Surviving Corporation until their his or her resignation or removal or until his or her respective successors are successor is duly elected or appointed and qualified, as the case may be.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dakota Growers Pasta Co Inc)
Directors. At Unless otherwise determined by Buyer prior to the Effective Time, the initial directors of the Surviving Corporation shall be the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation immediately after the Effective Time, each to hold the office of a director of the Surviving Corporation in accordance with the Certificate provisions of Incorporation Delaware Law and Bylaws the certificate of incorporation and bylaws of the Surviving Corporation until their respective his or her successors are is duly elected or appointed and qualified.
Appears in 1 contract
Samples: Merger Agreement (F5 Networks, Inc.)
Directors. At the Effective Time, the directors of the Merger Sub shall become the initial directors of the Surviving Corporation shall be the directors of Merger Sub immediately prior to the Effective TimeCorporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Pervasive Software Inc)
Directors. At The directors of Merger Co immediately prior to the Effective Time, Time shall be the initial directors of the Surviving Corporation shall be the directors of Merger Sub immediately prior to the Effective TimeCorporation, each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws of the Surviving Corporation Corporation, until their respective successors are duly elected or appointed and qualifiedqualified or until the earlier of their death, resignation, or removal.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Education Management Corporation)
Directors. At The directors of Merger Subsidiary at the Effective Time, Time shall be the initial directors of the Surviving Corporation shall be the directors of Merger Sub immediately prior to the Effective TimeCorporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws bylaws of the Surviving Corporation until their respective successors are such director's successor is duly elected or appointed and qualified.
Appears in 1 contract
Samples: Agreement and Plan of Merger (American Medical Systems Holdings Inc)
Directors. At The directors of Merger Sub I immediately prior to the First Effective Time, Time shall be the initial directors of the Surviving Corporation shall be the directors of Merger Sub immediately prior to the Effective TimeCorporation, each to hold office in accordance with the Surviving Corporation Certificate of Incorporation and Bylaws of the Surviving Corporation Bylaws until their respective successors are such director’s successor is duly elected or appointed and qualified.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Beacon Roofing Supply Inc)
Directors. At the Effective Time, the initial directors of the Surviving Corporation shall be the The directors of Merger Sub immediately prior to the Effective TimeTime shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws By-Laws of the Surviving Corporation Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualifiedqualified or until their earlier death resignation or approval.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dycom Industries Inc)
Directors. At the Effective Time, the initial directors of the Surviving Corporation shall be the directors of Merger Sub immediately prior to the Effective Time, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualifiedqualified or until their earlier death, resignation or removal in accordance with the articles of association of the Surviving Corporation.
Appears in 1 contract
Directors. At the Effective Time, the directors of Merger Sub as of immediately prior to the Effective Time will be the initial directors of the Surviving Corporation shall be the directors of Merger Sub immediately prior to the Effective TimeCorporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified.
Appears in 1 contract
Directors. At The directors of MergerSub at the Effective Time, Time shall be the initial directors of the Surviving Corporation shall be the directors of Merger Sub immediately prior to the Effective TimeCorporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until their respective successors are such director's successor is duly elected or appointed and qualified.
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Samples: Agreement and Plan of Merger (Times Mirror Co /New/)
Directors. At the Effective Time, the initial directors of the Surviving Corporation shall will be the directors of Merger Sub as of immediately prior to the Effective Time, each to hold office in accordance with the Certificate articles of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified.
Appears in 1 contract
Samples: Agreement and Plan of Merger
Directors. At the Effective Time, if any, the directors of Acquisition Sub immediately prior to the Effective Time shall become the initial directors of the Surviving Corporation shall be the directors of Merger Sub immediately prior to the Effective TimeCorporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Graftech International LTD)
Directors. At the Effective Time, the initial directors of the Surviving Corporation shall be the directors of Merger Sub immediately prior to the Effective Time, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified. The Company shall obtain and deliver to Merger Sub the valid resignations, effective as of the Effective Time, of each director of each of the Company’s Subsidiaries (except those directors as may be designated by Merger Sub to the Company in writing prior to Closing).
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Directors. At the Effective Time, the initial directors of the Surviving Corporation shall be the The directors of Merger Sub immediately prior to the Effective TimeTime shall be the initial directors of the Surviving Corporation, each to hold office from the Effective Time in accordance with the Certificate certificate of Incorporation incorporation and Bylaws by-laws of the Surviving Corporation and until their respective successors are his or her successor is duly elected or appointed and qualified.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Genesis Health Ventures Inc /Pa)
Directors. At The directors of MERGER SUB at the Effective Time, Time shall be the initial directors of the Surviving Corporation shall be the directors of Merger Sub immediately prior to the Effective TimeCorporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws by-laws of the Surviving Corporation until their respective successors are such director's successor is duly elected or appointed and qualified.
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Directors. At the Effective Time, the initial The directors of the Surviving Corporation immediately after the Effective Time, and until their respective successors are duly elected, and qualified or their earlier death, resignation or removal in accordance with the Articles of Association of the Surviving Corporation, shall be the respective individuals who are directors of Merger Sub immediately prior to the Effective Time, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified.
Appears in 1 contract
Directors. At the Effective Time, the initial directors of the Surviving Corporation shall be the The directors of Merger Sub immediately prior to the Effective TimeTime shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until their respective successors are such director’s successor is duly elected or appointed and qualified.
Appears in 1 contract
Directors. At the Effective Time, the initial directors of the Surviving Corporation shall will be the directors of Merger Sub as of immediately prior to the Effective Time, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified.. Table of Contents
Appears in 1 contract
Directors. At the Effective Time, the initial directors of the Surviving Corporation shall be the directors The Directors of Merger Sub immediately prior to the Effective Time, each to Time shall be the directors of Surviving Corporation. Each of such directors shall hold office in accordance with the Certificate of Incorporation and Bylaws By-Laws of the Surviving Corporation until their respective successors are duly elected or appointed and qualifiedCorporation.
Appears in 1 contract
Directors. At From and after the Effective Time, the initial directors of the Surviving Corporation shall be the directors of Merger Sub immediately prior to the Effective Time, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified.
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Directors. At the Effective Time, the initial directors of the Surviving Corporation shall will be the directors of Merger Sub as of immediately prior to the Effective Time, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualifiedqualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Castlight Health, Inc.)
Directors. At Unless otherwise determined by Parent prior to the Effective Time, the initial directors of the Surviving Corporation shall be the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation immediately after the Effective Time, each to hold the office of a director of the Surviving Corporation in accordance with the Certificate provisions of Incorporation Delaware Law and Bylaws the certificate of incorporation and bylaws of the Surviving Corporation until their respective his or her successors are is duly elected or appointed and qualified.
Appears in 1 contract
Directors. At the Effective Time, the The initial directors of the Surviving Corporation --------- shall be the directors of Merger Sub immediately prior to the Effective Time, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified.
Appears in 1 contract
Directors. At the Effective Time, the initial directors of the Surviving Corporation shall be the The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation immediately after the Effective Time, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualifiedqualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (American Commercial Lines Inc.)
Directors. At the Effective Time, the initial directors of the Surviving Corporation shall will be the directors of Merger Sub as of immediately prior to the Effective Time, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualifiedqualified or until their earlier death, resignation or removal.
Appears in 1 contract
Directors. At The directors of Merger Sub at the Effective Time, --------- Time shall be the initial directors of the Surviving Corporation shall be the directors of Merger Sub immediately prior to the Effective TimeCorporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until their respective successors are such director's successor is duly elected or appointed and qualified.
Appears in 1 contract
Directors. At the Effective Time, the initial The directors of the Surviving Corporation Merger Sub immediately prior to the Effective Time shall be the directors of Merger Sub Surviving Corporation immediately prior to after the Effective Time, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Double-Take Software, Inc.)
Directors. At the Effective Time, the initial The directors and officers of the Surviving Corporation from and after the Effective Time shall be the directors and officers of the Merger Sub immediately prior to the Effective Time, each to hold office in accordance with applicable law and the Certificate certificate of Incorporation incorporation and Bylaws by-laws of the Surviving Corporation until their respective successors are duly elected or appointed and qualifiedCorporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Annies Homegrown Inc)
Directors. At the Effective Time, the The initial directors of the Surviving Corporation --------- shall be the directors of Merger Sub immediately prior to the Effective Time, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualifiedqualified in accordance with Delaware Law, and the Certificate of Incorporation and Bylaws of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Genesis Microchip Inc)
Directors. At The directors of Merger Sub at the Effective Time, Time shall be the initial directors of the Surviving Corporation shall be the directors of Merger Sub immediately prior to the Effective TimeCorporation, each to hold office from the Effective Time in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation and until their respective successors are his or her successor is duly elected or appointed and qualified.
Appears in 1 contract
Directors. At The directors of MergerSub immediately prior to the Effective Time, Time shall be the initial directors of the Surviving Corporation shall be the directors of Merger Sub immediately prior to the Effective TimeCorporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualifiedqualified or until their earlier death, resignation or removal.
Appears in 1 contract
Directors. At The directors of the Merger Subsidiary immediately prior to the Effective Time, Time shall be the initial directors of the Surviving Corporation shall be the directors of Merger Sub immediately prior to the Effective TimeCorporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until their respective successors are such director's successor is duly elected or appointed and qualified.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Idm Environmental Corp)
