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 Target 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 2 contracts

Samples: Merger Agreement (Vivendi Universal), Merger Agreement (Houghton Mifflin Co)

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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 Target Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, 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: Merger Agreement (Lucent Technologies Inc), Merger Agreement (Excel Switching Corp)

Board of Directors and Officers. (a) The At the Effective Time, the directors of Sub immediately prior to the Effective Time shall shall, from and after the Effective Time, be the directors of the Surviving Corporation Corporation, until their respective successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal, in accordance with the Surviving Corporation’s certificate of incorporation and by-laws. The persons designated by Parent prior to the Closing Date shall be the initial officers of the Surviving Corporation, and shall hold office until the earlier of their death, disability, resignation or removal removal, or until their respective successors are duly elected and qualified, as the case may be. (b) The officers of Target 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 2 contracts

Samples: Merger Agreement (NetSpend Holdings, Inc.), Merger Agreement (Total System Services Inc)

Board of Directors and Officers. (a) The directors of Sub 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 Corporation, 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 be. (b) Surviving Corporation’s Certificate of Incorporation and By-laws. The officers of Target immediately persons designated by Parent prior to the Effective Time Closing Date shall be the officers of the Surviving Corporation, until the earlier of their death, disability, resignation or removal removal, or until their respective successors are duly elected and qualified, as the case may be.

Appears in 2 contracts

Samples: Merger Agreement, Merger Agreement (Efunds Corp)

Board of Directors and Officers. (a) The directors of Sub ------------------------------- immediately prior to the Effective Time shall be the directors of the Surviving Corporation 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 Target 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 1 contract

Samples: Merger Agreement (Razorfish Inc)

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Board of Directors and Officers. (a) The directors of Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation 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 Target 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 1 contract

Samples: Merger Agreement (Lucent Technologies Inc)

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 Target 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 1 contract

Samples: Merger Agreement (International Network Services)

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