Bylaws; Directors and Officers. Without any further action by the Company and Subsidiary, the Bylaws of the Subsidiary, as in effect immediately prior to the Effective Time, shall from and after the Effective Time be and continue to be the Bylaws of the Surviving Corporation until amended as provided therein. The directors of Subsidiary at the Effective Time and the officers of the Company shall at the Effective Time, from and after the Effective Time, be the initial directors and officers of the Surviving Corporation until their successors shall have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s Articles of Incorporation and Bylaws.
Appears in 3 contracts
Samples: Merger Agreement (Dicks Sporting Goods Inc), Agreement and Plan of Merger (Golf Galaxy, Inc.), Merger Agreement (Dicks Sporting Goods Inc)
Bylaws; Directors and Officers. Without any further action by the Company and Subsidiary, the The Bylaws of the Subsidiary, Company as in effect immediately prior to the Effective Time, Time shall from and after the Effective Time be and continue to be the Bylaws of the Surviving Corporation until amended as provided therein. The directors and officers of the Merger Subsidiary at the Effective Time and the officers of the Company shall at the Effective Timeshall, from and after the Effective Timeeffectiveness of the Merger, be the initial directors and officers officers, respectively, of the Surviving Corporation until their successors shall have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s Articles 's Amended and Restated Certificate of Incorporation and Bylaws.
Appears in 2 contracts
Samples: Merger Agreement (Mylan Laboratories Inc), Merger Agreement (Penederm Inc)
Bylaws; Directors and Officers. Without any further action by the Company and SubsidiaryPurchaser, the Bylaws of the SubsidiaryPurchaser, as in effect immediately prior to the Effective Time, shall from and after the Effective Time be and continue to be the Bylaws of the Surviving Corporation until amended as provided therein. The directors of Subsidiary Purchaser and the officers of Purchaser at the Effective Time and the officers of the Company shall at the Effective Timeshall, from and after the Effective Timeeffectiveness of the Merger, be the initial directors and officers officers, respectively, of the Surviving Corporation until in each case their successors shall have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s Articles of Incorporation and Bylaws.
Appears in 2 contracts
Samples: Merger Agreement (Galyans Trading Co Inc), Merger Agreement (Dicks Sporting Goods Inc)
Bylaws; Directors and Officers. Without any further action by the Company and SubsidiaryPurchaser, the Bylaws of the SubsidiaryPurchaser, as in effect immediately prior to the Effective Time, shall from and after the Effective Time be and continue to be the Bylaws of the Surviving Corporation until amended as provided therein. The directors of Subsidiary Purchaser and the officers of Purchaser at the Effective Time and the officers of the Company shall at the Effective Timeshall, from and after the Effective Timeeffectiveness of the Merger, be the initial directors and officers officers, respectively, of the Surviving Corporation until in each case their successors shall have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s 's Articles of Incorporation and Bylaws.
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