Directors and Officers of Surviving Corporation. The directors of MergerCo and the officers of the Company, in each case, as of the Effective Time shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation or bylaws of the Surviving Corporation.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Theragenics Corp), Agreement and Plan of Merger (Michas Alexis P), Agreement and Plan of Merger (Neubauer Joseph)
Directors and Officers of Surviving Corporation. The directors of MergerCo Merger Sub and the officers of the CompanyCompany (other than those who Merger Sub determines shall not remain as officers of the Surviving Corporation), in each case, as of the Effective Time shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation or bylaws of the Surviving Corporation.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Freescale Semiconductor Inc), Agreement and Plan of Merger (Harland John H Co), Agreement and Plan of Merger (Freescale Semiconductor Inc)
Directors and Officers of Surviving Corporation. The directors of MergerCo and the officers of the Company, in each case, Merger Sub as of the Effective Time shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation or bylaws of the Surviving Corporation.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (AMICAS, Inc.), Agreement and Plan of Merger (Emageon Inc), Agreement and Plan of Merger (Emageon Inc)
Directors and Officers of Surviving Corporation. The directors of MergerCo and the officers of the Company, in each case, as of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, shall be the directors and officers, respectively, of the Surviving Corporation until the earlier of their death, resignation or removal or until their respective successors have been are duly elected and qualified, as the case may be. The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation until the earlier of their death, resignation or removal or until their respective successors are duly elected or appointed and qualified or until their earlier deathqualified, resignation or removal in accordance with as the certificate of incorporation or bylaws of the Surviving Corporationcase may be.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Bottomline Technologies Inc), Agreement and Plan of Merger (SS&C Technologies Holdings Inc), Agreement and Plan of Merger (DST Systems Inc)
Directors and Officers of Surviving Corporation. The directors of MergerCo and the officers of the Company, in each case, as of the Effective Time shall, from and after the Effective Time, Merger Sub shall be the directors and officers, respectively, of the Surviving Corporation Corporation, until the earlier of their successors have been duly elected resignation or appointed and qualified removal or otherwise ceasing to be a director or officer, as the case may be, or until their earlier deathrespective successors are duly elected and qualified, resignation or removal in accordance with as the certificate of incorporation or bylaws of the Surviving Corporationcase may be.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Vanguard Cellular Systems Inc), Agreement and Plan of Merger (At&t Corp), Amended and Restated Agreement and Plan of Merger (Vanguard Cellular Systems Inc)
Directors and Officers of Surviving Corporation. The directors of MergerCo and the officers of the Company, in each case, as of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, shall be the directors and officers, respectively, of the Surviving Corporation Corporation, until the earlier of their resignation or removal or until their respective successors have been are duly elected or appointed and qualified or until their earlier deathqualified, resignation or removal in accordance with as the certificate case may be. The officers of incorporation or bylaws Merger 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 or appointed and qualified, as the case may be.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Victory Acquisition Corp), Agreement and Plan of Merger (Audiocodes LTD), Agreement and Plan of Merger (Audiocodes LTD)
Directors and Officers of Surviving Corporation. The directors of MergerCo and the officers of the Company, in each case, as of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until the earlier of their death, resignation or removal or until their respective successors have been are duly elected and qualified, as the case may be. The officers of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the officers of the Surviving Corporation until the earlier of their death, resignation or removal or until their respective successors are duly elected or appointed and qualified or until their earlier deathqualified, resignation or removal in accordance with as the certificate of incorporation or bylaws of the Surviving Corporationcase may be.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Counterpath Corp), Agreement and Plan of Merger (Open Text Corp), Agreement and Plan of Merger (Carbonite Inc)
Directors and Officers of Surviving Corporation. The directors of MergerCo and the officers of the Company, in each case, Merger Sub as of the Effective Time shall, from and after the Effective Time, be the shall serve as directors and officers, respectively, of the Surviving Corporation until the earlier of their death, resignation or removal or otherwise ceasing to be a director or until their respective successors have been are duly elected or appointed and qualified or qualified. The persons designated by the Board of Directors of Merger Sub prior to the Effective Time shall serve as the officers of the Surviving Corporation, until the earlier of their earlier death, resignation or removal in accordance with the certificate of incorporation or bylaws of the Surviving Corporationotherwise ceasing to be an officer or until their respective successors are duly elected or appointed and qualified.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Wellpoint Inc), Agreement and Plan of Merger (Anthem Inc), Agreement and Plan of Merger (Wellpoint Health Networks Inc /De/)
Directors and Officers of Surviving Corporation. The directors of MergerCo and the officers of the Company, in each case, Merger Sub as of the Effective Time shall, from and after the Effective Time, be the shall serve as directors and officers, respectively, of the Surviving Corporation until the earliest of their death, resignation or removal or otherwise ceasing to be a director or until their respective successors have been are duly elected or appointed and qualified or qualified. The persons designated by the Board of Directors of Merger Sub prior to the Effective Time shall serve as the officers of the Surviving Corporation, until the earliest of their earlier death, resignation or removal in accordance with the certificate of incorporation or bylaws of the Surviving Corporationotherwise ceasing to be an officer or until their respective successors are duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Wellpoint, Inc), Agreement and Plan of Merger (Amerigroup Corp)
Directors and Officers of Surviving Corporation. The directors of MergerCo Merger Sub and the officers of the CompanyCompany (other than those who Merger Sub determines shall not remain as officers of the Surviving Corporation), in each case, as of the Effective Time Time, shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation or bylaws Constituent Documents of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (James River Group, Inc), Agreement and Plan of Merger (North Pointe Holdings Corp)
Directors and Officers of Surviving Corporation. The directors of MergerCo and the officers of the CompanyMerger Sub, in each case, as of the Effective Time shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation or bylaws of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Community Health Systems Inc), Agreement and Plan of Merger (Triad Hospitals Inc)
Directors and Officers of Surviving Corporation. The directors of MergerCo and the officers of the Company, in each case, as of the Effective Time shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate articles of incorporation or bylaws of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bandag Inc), Agreement and Plan of Merger (Bandag Inc)
Directors and Officers of Surviving Corporation. The directors of MergerCo Merger Sub and the officers of the CompanyCompany (other than those who Parent determines shall not remain as officers of the Surviving Corporation), in each case, as of immediately prior to the Effective Time shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate Certificate of incorporation Incorporation or bylaws of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hologic Inc), Agreement and Plan of Merger (Third Wave Technologies Inc /Wi)
Directors and Officers of Surviving Corporation. The directors of MergerCo and the officers of the Company, in each case, Company (other than those who MergerCo determines shall not remain as officers of the Surviving Corporation or those who submit their resignations as of or after the Effective Date) immediately prior to the Effective Time shall, from and after the Effective Time, be the directors and officers, respectively, officers of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate articles of incorporation or and bylaws of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Swift Transportation Co Inc)
Directors and Officers of Surviving Corporation. The directors of MergerCo and the officers of the Company, in each case, Merger Sub as of the Effective Time shall, from and after the Effective Time, be the shall serve as directors and officers, respectively, of the Surviving Corporation until the earliest of their death, resignation or removal or otherwise ceasing to be a director or until their respective successors have been are duly elected or appointed and qualified or qualified. The persons designated by the Board of Directors of Merger Sub prior to the Effective Time shall serve as the officers of the Surviving Corporation, until the earliest of their earlier death, resignation or removal in accordance with the certificate of incorporation or bylaws of the Surviving Corporation.otherwise ceasing to be an officer or until their respective successors are duly elected or appointed and qualified.β
Appears in 1 contract
Samples: Agreement and Plan of Merger
Directors and Officers of Surviving Corporation. The directors of MergerCo Merger Sub and the officers of the CompanyCompany (other than those who Parent determines shall not remain as officers of the Surviving Corporation), in each case, as of the Effective Time shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation or bylaws of the Surviving Corporation.
Appears in 1 contract
Directors and Officers of Surviving Corporation. The directors of MergerCo Merger Sub and the officers of the CompanyCompany (other than those who Merger Sub determines shall not remain as officers of the Surviving Corporation), in each case, as of the Effective Time shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate Articles of incorporation Incorporation or bylaws of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Genesis Healthcare Corp)
Directors and Officers of Surviving Corporation. The directors of MergerCo Merger Sub and the officers of the Company, in each case, as of the Effective Time shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation or bylaws by-laws of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Nuveen Investments Inc)
