Common use of Directors and Officers of Surviving Corporation Clause in Contracts

Directors and Officers of Surviving Corporation. The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, each to hold office in accordance with the bylaws of the Surviving Corporation.

Appears in 7 contracts

Samples: Merger Agreement (Identiv, Inc.), Merger Agreement (Sigma Designs Inc), Merger Agreement (Ndchealth Corp)

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Directors and Officers of Surviving Corporation. The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving CorporationCorporation until the earlier of their death, each to hold office in accordance with resignation or removal or until their respective successors are duly elected and qualified, as the certificate of incorporation and bylaws of the Surviving Corporationcase may be. The officers of Merger Sub the Company immediately prior to the Effective Time shall be the officers of the Surviving CorporationCorporation until the earlier of their death, each to hold office in accordance with resignation or removal or until their respective successors are duly elected or appointed and qualified, as the bylaws of the Surviving Corporationcase may be.

Appears in 4 contracts

Samples: Merger Agreement (Bottomline Technologies Inc), Merger Agreement (SS&C Technologies Holdings Inc), Merger Agreement (DST Systems Inc)

Directors and Officers of Surviving Corporation. The directors and officers of Merger Sub MergerSub immediately prior to the Effective Time Time, shall be the initial directors and officers, respectively, of the Surviving Corporation, each to hold office in accordance with the terms of the certificate of incorporation and bylaws of Surviving Corporation and the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, each to hold office in accordance with the bylaws of the Surviving CorporationDGCL.

Appears in 4 contracts

Samples: Merger Agreement (Physicians Formula Holdings, Inc.), Merger Agreement (Physicians Formula Holdings, Inc.), Merger Agreement (Pomeroy It Solutions Inc)

Directors and Officers of Surviving Corporation. The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, each to hold office in accordance with the certificate articles of incorporation and bylaws by-laws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, each to hold office in accordance with the bylaws by-laws of the Surviving Corporation.

Appears in 3 contracts

Samples: Merger Agreement (Netzero Inc), Merger Agreement (Broadcom Corp), Merger Agreement (Broadcom Corp)

Directors and Officers of Surviving Corporation. The At the Effective Time, the directors of Merger Sub as of immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with Corporation and the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub as of immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case, to hold office in accordance with the bylaws Certificate of Incorporation and By-laws of the Surviving Corporation, as amended.

Appears in 3 contracts

Samples: Merger Agreement (RespireRx Pharmaceuticals Inc.), Merger Agreement (Cortex Pharmaceuticals Inc/De/), Merger Agreement (Anesiva, Inc.)

Directors and Officers of Surviving Corporation. The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, each to hold office in accordance with the certificate Articles of incorporation Incorporation and bylaws Bylaws of the Surviving Corporation. The directors of the Company shall each resign effective immediately prior to the Effective Time. The officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, each to hold office in accordance with the bylaws Bylaws of the Surviving Corporation. The officers of the Company shall each resign effective immediately prior to the Effective Time.

Appears in 2 contracts

Samples: Merger Agreement (Double Eagle Petroleum Co), Merger Agreement (Petrosearch Energy Corp)

Directors and Officers of Surviving Corporation. The directors of Merger Sub immediately prior to the Effective Time 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. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each to hold office in accordance with the bylaws of the Surviving Corporationcase until their respective successors are duly elected or appointed and qualified.

Appears in 2 contracts

Samples: Merger Agreement (Vist Financial Corp), Merger Agreement (Tompkins Financial Corp)

Directors and Officers of Surviving Corporation. The directors of Merger Sub II immediately prior to the Second Effective Time shall be the directors of Surviving Corporation from and after the Second Effective Time, each to hold office in accordance with the certificate of incorporation and the bylaws of Surviving Corporation. The officers of Merger Sub II immediately prior to the Second Effective Time shall be the officers of Surviving Corporation from and after the Second Effective Time, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, each to hold office in accordance with the bylaws of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Panbela Therapeutics, Inc.), Merger Agreement (Panbela Therapeutics, Inc.)

Directors and Officers of Surviving Corporation. The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, each to hold office in accordance with the certificate articles of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, each to hold office in accordance with the bylaws of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Valueclick Inc/Ca), Merger Agreement (Kana Communications Inc)

Directors and Officers of Surviving Corporation. The directors Directors of Merger Sub immediately prior to the Effective Time shall be the directors initial Directors of the Surviving Corporation, each to hold office in accordance with the certificate Articles of incorporation Organization and bylaws By-Laws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each to hold office in accordance with the bylaws of the Surviving Corporationcase until their respective successors are duly elected or appointed and qualified.

Appears in 1 contract

Samples: Affiliation and Merger Agreement (1855 Bancorp)

Directors and Officers of Surviving Corporation. The directors Directors of Merger Sub immediately prior to at the Effective Time shall be the directors of the Surviving Corporation, each to hold office in accordance with Corporation and the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to at the Effective Time shall be the officers of the Surviving Corporationappointed by Parent, each to hold office in accordance with the bylaws Xxx Xxxxxxx serving as Chairman and Chief Executive Officer of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Stifel Financial Corp)

Directors and Officers of Surviving Corporation. The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, each to hold office in accordance with the certificate articles of incorporation and bylaws by-laws of the Surviving Corporation. The officers of Merger Sub the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, each to hold office in accordance with the bylaws by-laws of the Surviving Corporation.

Appears in 1 contract

Samples: Strategic Alliance Agreement and Plan of Merger (Broadcom Corp)

Directors and Officers of Surviving Corporation. The directors Directors of Merger Sub immediately prior to the Effective Time shall be the directors initial Directors of the Surviving Corporation, each to hold office in accordance with the certificate Articles of incorporation Organization and bylaws By-Laws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall be the 5 initial officers of the Surviving Corporation, in each to hold office in accordance with the bylaws of the Surviving Corporationcase until their respective successors are duly elected or appointed and qualified.

Appears in 1 contract

Samples: Merger Agreement (Sandwich Bancorp Inc)

Directors and Officers of Surviving Corporation. The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, each to hold office in accordance with the certificate Articles of incorporation Incorporation and bylaws Bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, each to hold office in accordance with the bylaws Bylaws of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Google Inc.)

Directors and Officers of Surviving Corporation. The directors of Merger Sub immediately prior to the Effective Time shall and Anantakotiraju Vegexxx xxxll be the directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, except that Anantakotiraju Vegexxx xxxll hold the office of President and Chief Executive Officer and Ken XxXxxxxx xxxll hold the office of Vice President, Operations, each to hold office in accordance with the bylaws of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Broadcom Corp)

Directors and Officers of Surviving Corporation. The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, each to hold office in accordance with the certificate articles of incorporation and bylaws by-laws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, each to hold office in accordance with the bylaws of the Surviving Corporation.Surviving

Appears in 1 contract

Samples: Merger Agreement (Gasonics International Corp)

Directors and Officers of Surviving Corporation. The directors of ------------------------------------------------ Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, each to hold office in accordance with the certificate Certificate of incorporation Incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, each to hold office in accordance with the bylaws of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Sciquest Com Inc)

Directors and Officers of Surviving Corporation. The directors of Merger Sub immediately prior to the Effective Time shall will be the directors of the Surviving Corporation, each to hold office in accordance with the certificate articles of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall , and Xxxxxxxxxxx X. Xxxxxx, F. Xxxxxx Xxxxxxx III and Xxxxxxx X. Xxxxxx will be the officers of the Surviving Corporation, each to hold office in accordance with the bylaws of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified.

Appears in 1 contract

Samples: Merger Agreement (Advanced Neuromodulation Systems Inc)

Directors and Officers of Surviving Corporation. The directors and officers of Merger Sub immediately prior to the Effective Time shall will be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the certificate Certificate of incorporation Incorporation and bylaws Bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, each to hold office in accordance with the bylaws of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (United Stationers Inc)

Directors and Officers of Surviving Corporation. The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, each to hold office in accordance with the certificate Certificate of incorporation Incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, each to hold office in accordance with the bylaws of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Sciquest Inc)

Directors and Officers of Surviving Corporation. The directors At the Effective Time, the Board of Directors and the officers of Merger Sub immediately prior to thereto shall continue as the Effective Time shall be Board of Directors and the directors officers, respectively, of the Surviving Corporation, each to hold office in accordance with the certificate Bylaws of incorporation Surviving Corporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, each to hold office in accordance with the bylaws of the Surviving Corporationapplicable laws.

Appears in 1 contract

Samples: Merger Agreement (Charter Financial Inc)

Directors and Officers of Surviving Corporation. The directors of ----------------------------------------------- Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, each to hold office in accordance with the bylaws of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Magma Design Automation Inc)

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Directors and Officers of Surviving Corporation. The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, each to hold office in accordance with the bylaws of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Safenet Inc)

Directors and Officers of Surviving Corporation. The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, each to hold office in accordance with the certificate Articles of incorporation Incorporation and bylaws Bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, each to hold office in accordance with the bylaws Articles of Incorporation and Bylaws of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (One World Holdings, Inc.)

Directors and Officers of Surviving Corporation. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the certificate Certificate of incorporation Incorporation and bylaws By-Laws of the Surviving Corporation. The , and the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each to hold office in accordance with the bylaws of the Surviving Corporationcase until their respective successors are duly elected or appointed and qualified.

Appears in 1 contract

Samples: Merger Agreement (Oak Technology Inc)

Directors and Officers of Surviving Corporation. The duly qualified and acting directors and officers of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, each to hold office as provided in accordance with the bylaws Bylaws of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Microfield Graphics Inc /Or)

Directors and Officers of Surviving Corporation. The directors of ----------------------------------------------- Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, each to hold office in accordance with the certificate articles of incorporation and bylaws by-laws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, each to hold office in accordance with the bylaws by-laws of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Level One Communications Inc /Ca/)

Directors and Officers of Surviving Corporation. The directors of Merger Sub Subsidiary immediately prior to the Effective Time shall be the directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub Subsidiary immediately prior to the Effective Time shall be the officers of the Surviving Corporation, each to hold office in accordance with the bylaws of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Webex Communications Inc)

Directors and Officers of Surviving Corporation. The directors Directors of Merger Sub immediately prior to at the Effective Time shall be the directors of the Surviving Corporation, each to hold office in accordance with Corporation and the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to at the Effective Time shall be the officers of the Surviving Corporationappointed by Parent, each to hold office in accordance with the bylaws Bxx Xxxxxxx serving as Chairman and Chief Executive Officer of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Bankatlantic Bancorp Inc)

Directors and Officers of Surviving Corporation. The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall be all of the directors and officers of the Surviving Corporation, each to hold office of whom shall serve in accordance with the bylaws Articles of Organization and Bylaws of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Randolph Bancorp, Inc.)

Directors and Officers of Surviving Corporation. The directors of ----------------------------------------------- Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws by-laws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, each to hold office in accordance with the bylaws by-laws of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Level One Communications Inc /Ca/)

Directors and Officers of Surviving Corporation. The directors of Merger Sub and the officers of the Company in office immediately prior to the Effective Time shall be the directors and officers of the Surviving CorporationCorporation as of the Effective Time, each to hold office and thereafter such directors and officers shall serve in accordance with the certificate of incorporation and bylaws by-laws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, each to hold office in accordance with the bylaws of the Surviving CorporationCorporation until their respective successors are duly elected or appointed and qualified.

Appears in 1 contract

Samples: Merger Agreement (L 3 Communications Holdings Inc)

Directors and Officers of Surviving Corporation. The directors and officers of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, each to hold office in accordance together with the bylaws of the Surviving CorporationXxx X. Xxxx as a continuing director.

Appears in 1 contract

Samples: Merger Agreement (Mb Financial Inc /Md)

Directors and Officers of Surviving Corporation. The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, each to hold office in accordance with the certificate articles of incorporation and bylaws by-laws of the Surviving Corporation. The officers of Merger Sub Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, each to hold office in accordance with the bylaws by-laws of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Omicron Technologies Inc)

Directors and Officers of Surviving Corporation. The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, each to hold office in accordance with the certificate articles of incorporation and bylaws by-laws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, each to hold office in accordance with the bylaws by-laws of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Worldbid Corp)

Directors and Officers of Surviving Corporation. The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, each to hold office in accordance with the bylaws of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Luna Innovations Inc)

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