Common use of Officers and Directors Clause in Contracts

Officers and Directors. The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation after the Effective Time and the directors of Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation after the Effective Time, in each case until their respective successors are duly elected and qualified.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (BLC Financial Services Inc), Agreement and Plan of Merger (Allied Capital Corp), Agreement and Plan of Merger (Tannenhauser Robert)

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Officers and Directors. The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation after Corporation, until the Effective Time earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation after Corporation, until the Effective Time, in each case earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (National Dentex Corp /Ma/), Agreement of Merger (Cenveo, Inc), Agreement of Merger (Cadmus Communications Corp/New)

Officers and Directors. The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation after Corporation, until the Effective Time earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation after Corporation, until the Effective Time, in each case earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Johnson Controls Inc), Agreement and Plan of Merger (York International Corp /De/)

Officers and Directors. The From and after the Effective Time and until they shall have resigned or shall have been legally removed or until their respective successors shall have been elected or appointed and qualified, those persons who are the officers and directors of the Company Surviving Corporation immediately prior to the Effective Time shall be the officers of the Surviving Corporation after the Effective Time and the directors of Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation after the Effective Time, in each case until their respective successors are duly elected and qualifiedCorporation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (J Crew Operating Corp), Agreement of Merger (J Crew Group Inc)

Officers and Directors. The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation after Corporation, until the Effective Time and the earlier of their resignation or removal or otherwise ceasing to be an officer or until their respective successors are duly appointed. The directors of Sub Merger Subsidiary immediately prior to the Effective Time shall be the directors of the Surviving Corporation after Corporation, until the Effective Time, in each case earlier of their resignation or removal or otherwise ceasing to be a director or until their respective successors are duly elected and qualified.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Investment Technology Group Inc), Agreement and Plan of Merger (Hoenig Group Inc)

Officers and Directors. The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation after until their successors shall have been duly elected and qualified, or as otherwise provided in the Effective Time and the Surviving Corporation By-laws. The directors of the Buyer Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation after the Effective Time, in each case until their respective successors are shall have been duly elected and qualified, or as otherwise provided in the Surviving Corporation Certificate, the Surviving Corporation By-laws or as otherwise provided by applicable law.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Core Mark International Inc), Agreement and Plan of Merger (Fleming Companies Inc /Ok/)

Officers and Directors. The officers of the Company immediately prior to the Effective Time shall at the Effective Time be the officers of the Surviving Corporation after Corporation, until the Effective Time and the directors earlier of Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation after the Effective Time, in each case their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. The directors of Merger Sub immediately prior to the Effective Time shall at the Effective Time be the directors of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Journal Media Group, Inc.), Agreement and Plan of Merger (Gannett Co., Inc.)

Officers and Directors. The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation after the Effective Time and the directors of Sub immediately prior to the Effective Time shall be the officers and directors of the Surviving Corporation after the Effective Time, in each case until their respective successors are duly elected and qualified.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ameritrans Capital Corp), Agreement and Plan of Merger (Allied Capital Corp)

Officers and Directors. The As of the Effective Time, the officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation after Corporation, until the earlier of their death, resignation or removal or until their respective successors are duly elected and qualified in accordance with applicable Law, as the case may be. As of the Effective Time and Time, the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation after Corporation, until the Effective Timeearlier of their death, in each case resignation or removal or until their respective successors are duly elected and qualifiedqualified in accordance with applicable Law, as the case may be.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Tiptree Financial Inc.), Agreement and Plan of Merger (Fortegra Financial Corp)

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Officers and Directors. The officers of the Company immediately prior to the Effective Time shall shall, at the Effective Time, be the officers of the Surviving Corporation after Corporation, until the Effective Time and the directors earlier of Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation after the Effective Time, in each case their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. The directors of Merger Sub immediately prior to the Effective Time shall, at the Effective Time, be the directors of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Columbus McKinnon Corp)

Officers and Directors. The officers and directors of the Company Surviving Corporation immediately prior to the Effective Time shall be the officers initial directors and officers, respectively, of the Surviving Corporation after the Effective Time and the directors of Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation after the Effective TimeCorporation, in each case case, to hold office until their respective successors are duly elected and qualifiedqualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s articles of incorporation and bylaws.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Procyte Corp /Wa/)

Officers and Directors. The officers and directors of the Company Surviving Corporation immediately prior to the Effective Time shall be the officers initial directors and officers, respectively, of the Surviving Corporation after the Effective Time and the directors of Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation after the Effective TimeCorporation, in each case case, to hold office until their respective successors are duly elected and qualifiedqualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation's articles of incorporation and bylaws.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Photomedex Inc)

Officers and Directors. The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation after the Effective Time and the directors of Sub immediately prior to the Effective Time shall be the officers and directors of the Surviving Corporation after immediately at and following the Effective Time, in each case . The officers and directors of the Surviving Corporation shall hold office until their respective successors are have been duly elected or appointed and qualifiedqualified or until their earlier death, resignation or removal in accordance with the Articles of Incorporation and Bylaws of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Home Beneficial Corp)

Officers and Directors. The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation after Corporation, until the Effective Time and the directors earlier of Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation after the Effective Time, in each case their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. The Company will take all necessary corporate action to cause the directors of Merger Sub immediately prior to the Effective Time to be the directors of the Surviving Corporation from and after the Effective Time, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

Appears in 1 contract

Samples: Agreement of Merger (Fieldstone Investment Corp)

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