Common use of Board of Directors and Officers Clause in Contracts

Board of Directors and Officers. (a) The directors of Sub immediately prior to the Effective Time shall 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. (b) The officers of Sub immediately prior to the Effective Time shall be the officers 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 3 contracts

Samples: Merger Agreement (24/7 Media Inc), Merger Agreement (Exactis Com Inc), Merger Agreement (Lucent Technologies Inc)

AutoNDA by SimpleDocs

Board of Directors and Officers. (a) The directors of Sub immediately prior to at the Effective Time shall and Xxxxx Xxxxxx and Xxxx X. Xxxxxx shall, from and after the Effective Time, be the initial directors of the Surviving Corporation until and the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. (b) The officers of Sub immediately prior to the Effective Time Company shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or in each case until their respective successors are have been duly elected or appointed and qualifiedqualified or until their earlier death, as resignation or removal, in accordance with the case may beSurviving Corporation's Articles of Incorporation and By-laws.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Prometheus Senior Quarters LLC), Agreement and Plan of Merger (Prometheus Senior Quarters LLC), Agreement and Plan of Merger (Kapson Senior Quarters Corp)

Board of Directors and Officers. (a) The directors of Sub and the officers of the Company in office immediately prior to the Effective Time shall shall, from and after 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 qualifiedofficers, as the case may be. (b) The officers of Sub immediately prior to the Effective Time shall be the officers respectively, of the Surviving Corporation, until the earlier of their resignation or removal or in each case until their respective successors are have been duly elected or appointed and qualifiedqualified or until their earlier death, as resignation or removal, in accordance with the case may beSurviving Corporation’s Certificate of Incorporation and by-laws.

Appears in 2 contracts

Samples: Merger Agreement (Abraxis BioScience, Inc.), Merger Agreement (Celgene Corp /De/)

Board of Directors and Officers. (a) The directors of Sub and the officers of the Company in office immediately prior to the Effective Time shall shall, from and after 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 qualifiedofficers, as the case may be. (b) The officers of Sub immediately prior to the Effective Time shall be the officers respectively, of the Surviving Corporation, until the earlier of their resignation or removal or in each case until their respective successors are have been duly elected or appointed and qualifiedqualified or until their earlier death, as resignation or removal, in accordance with the case may beSurviving Corporation’s Articles of Incorporation and By-laws.

Appears in 1 contract

Samples: Merger Agreement (Asv Inc /Mn/)

Board of Directors and Officers. (a) The directors of Sub and the officers of the Company in office immediately prior to the Effective Time shall shall, from and after 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 qualifiedofficers, as the case may be. (b) The officers of Sub immediately prior to the Effective Time shall be the officers respectively, of the Surviving Corporation, until the earlier of their resignation or removal or in each case until their respective successors are have been duly elected or appointed and qualifiedqualified or until their earlier death, as resignation or removal, in accordance with the case may beSurviving Corporation’s articles of organization and by-laws.

Appears in 1 contract

Samples: Merger Agreement (Yankee Holding Corp.)

Board of Directors and Officers. (a) The directors managers of Sub and the officers of the Company in office immediately prior to the Effective Time shall shall, from and after 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 qualifiedofficers, as the case may be. (b) The officers of Sub immediately prior to the Effective Time shall be the officers respectively, of the Surviving Corporation, until the earlier of their resignation or removal or in each case until their respective successors are have been duly elected or appointed and qualifiedqualified or until their earlier death, as resignation or removal, in accordance with the case may beSurviving Corporation’s certificate of incorporation and by-laws.

Appears in 1 contract

Samples: Merger Agreement (APP Pharmaceuticals, Inc.)

AutoNDA by SimpleDocs

Board of Directors and Officers. (a) The directors of Sub and the officers of the Company in office immediately prior to the Effective Time shall shall, from and after 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 qualifiedofficers, as the case may be. (b) The officers of Sub immediately prior to the Effective Time shall be the officers respectively, of the Surviving Corporation, until the earlier of their resignation or removal or in each case until their respective successors are have been duly elected or appointed and qualifiedqualified or until their earlier death, as resignation or removal, in accordance with the case may beSurviving Corporation's articles of organization and by-laws.

Appears in 1 contract

Samples: Merger Agreement (Yankee Candle Co Inc)

Board of Directors and Officers. (a) The directors of Sub and the officers of Sub in office immediately prior to the Effective Time shall shall, from and after 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 qualifiedofficers, as the case may be. (b) The officers of Sub immediately prior to the Effective Time shall be the officers respectively, of the Surviving Corporation, until the earlier of their resignation or removal or in each case until their respective successors are have been duly elected or appointed and qualifiedqualified or until their earlier death, as resignation or removal, in accordance with the case may beSurviving Corporation’s certificate of incorporation and bylaws.

Appears in 1 contract

Samples: Merger Agreement (Deltek, Inc)

Board of Directors and Officers. (a) The directors of Sub and the officers of the Company in office immediately prior to the Effective Time shall shall, from and after 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 qualifiedofficers, as the case may be. (b) The officers of Sub immediately prior to the Effective Time shall be the officers respectively, of the Surviving Corporation, until the earlier of their resignation or removal or in each case until their respective successors are have been duly elected or appointed and qualifiedqualified or until their earlier death, as resignation or removal, in accordance with the case may beSurviving Corporation’s Certificate of Incorporation and By-laws.

Appears in 1 contract

Samples: Merger Agreement (Empire Resources Inc /New/)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!