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

Directors and Officers of Surviving Corporation. (a) The directors of Sub at the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office from the Effective Time until their respective successors are duly elected or appointed and qualified in the manner provided in the Certificate of Incorporation or By-Laws of the Surviving Corporation or as otherwise provided by law. (b) The officers of the Company at the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office from the Effective Time until their respective successors are duly elected or appointed and qualified in the manner provided in the Certificate of Incorporation or By-Laws of the Surviving Corporation, or as otherwise provided by law.

Appears in 6 contracts

Samples: Merger Agreement (Schein Henry Inc), Merger Agreement (Aurora Electronics Inc), Merger Agreement (Sullivan Dental Products Inc)

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Directors and Officers of Surviving Corporation. (a) The directors of Sub at the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office from the Effective Time until their respective successors are duly elected or appointed and qualified qualify in the manner provided in the Certificate Articles of Incorporation or Byand by-Laws laws of the Surviving Corporation or as otherwise provided by law. (b) The officers of the Company Sub at the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office from the Effective Time until their respective successors are duly elected or appointed and qualified qualify in the manner provided in the Certificate Articles of Incorporation or Byand by-Laws laws of the Surviving Corporation, or as otherwise provided by law.

Appears in 6 contracts

Samples: Merger Agreement (Transitional Hospitals Corp), Merger Agreement (Transitional Hospitals Corp), Merger Agreement (Vencor Inc)

Directors and Officers of Surviving Corporation. (a) The directors of Sub at the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office from the Effective Time until their respective successors are duly elected or appointed and qualified qualify in the manner provided in the Certificate of Incorporation or and By-Laws of the Surviving Corporation or as otherwise provided by law. (b) The officers of the Company Sub at the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office from the Effective Time until their respective successors are duly elected or appointed and qualified qualify in the manner provided in the Certificate of Incorporation or and By-Laws of the Surviving Corporation, or as otherwise provided by law.

Appears in 4 contracts

Samples: Merger Agreement (Littlejohn Joseph & Levy Fund L P), Merger Agreement (Ornda Healthcorp), Merger Agreement (Ornda Healthcorp)

Directors and Officers of Surviving Corporation. (a) The directors of Sub at the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office from the Effective Time until their respective successors are duly elected or appointed and qualified in the manner provided in the Certificate of Incorporation or By-Laws of the Surviving Corporation or as otherwise provided by law. (b) The officers of the Company at the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office from the Effective Time until their respective successors are duly elected or appointed and qualified in the manner provided in the Certificate of Incorporation or By-Laws of the Surviving Corporation, Corporation or as otherwise provided by law.

Appears in 3 contracts

Samples: Merger Agreement (Healthplan Services Corp), Merger Agreement (Uici), Agreement and Plan of Merger (Healthplan Services Corp)

Directors and Officers of Surviving Corporation. (a) The directors of the Sub at the Effective Time shall will be the initial directors of the Surviving Corporation and shall will hold office from the Effective Time until their respective successors are duly elected or appointed and qualified qualify in the manner provided in the Certificate certificate of Incorporation or Byincorporation and by-Laws laws of the Surviving Corporation or as otherwise provided by law. (b) The officers of the Company at the Effective Time shall will be the initial officers of the Surviving Corporation and shall will hold office from the Effective Time until their respective successors are duly elected or appointed and qualified qualify in the manner provided in the Certificate certificate of Incorporation or Byincorporation and by-Laws laws of the Surviving Corporation, Corporation or as otherwise provided by law.

Appears in 2 contracts

Samples: Merger Agreement (Prescient Applied Intelligence, Inc.), Merger Agreement (Park City Group Inc)

Directors and Officers of Surviving Corporation. (a) The directors of Sub at immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office from the Effective Time until their respective successors are duly elected or appointed and qualified qualify in the manner provided in the Certificate of Incorporation or and By-Laws of the Surviving Corporation or as otherwise provided by law. (b) The officers of the Company at immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office from the Effective Time until their respective successors are duly elected or appointed and qualified qualify in the manner provided in the Certificate of Incorporation or and By-Laws of the Surviving Corporation, or as otherwise provided by law.. ARTICLE III

Appears in 2 contracts

Samples: Merger Agreement (Acxiom Corp), Merger Agreement (Acxiom Corp)

Directors and Officers of Surviving Corporation. (a) The directors of Sub at the Effective Time shall be the initial directors of the Surviving Corporation Corporation, and each shall hold office from the Effective Time until their his respective successors are successor is duly elected or appointed and qualified in the manner provided in the Certificate of Incorporation or By-Laws of the Surviving Corporation or as otherwise provided by law. (b) The officers of the Company at the Effective Time as set forth on Exhibit A shall be the initial officers of the Surviving Corporation Corporation, and each shall hold office from the Effective Time until their his respective successors are successor is duly elected or appointed and qualified in the manner provided in the Certificate of Incorporation or By-Laws of the Surviving Corporation, Corporation or as otherwise provided by law.

Appears in 2 contracts

Samples: Merger Agreement (Andrew Corp), Agreement and Plan of Merger (Allen Telecom Inc)

Directors and Officers of Surviving Corporation. (a) The directors of Merger Sub at the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office from the Effective Time until their respective successors are duly elected or appointed and qualified qualify in the manner provided in the Certificate Articles of Incorporation or and By-Laws of the Surviving Corporation Corporation, or as otherwise provided by law. (b) The officers of the Company Merger Sub at the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office from the Effective Time until their respective successors are duly elected or appointed and qualified qualify in the manner provided in the Certificate Articles of Incorporation or and By-Laws of the Surviving Corporation, or as otherwise provided by law.

Appears in 2 contracts

Samples: Merger Agreement (Conmed Corp), Merger Agreement (Bionx Implants Inc)

Directors and Officers of Surviving Corporation. (a) The directors of Sub at the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office from the Effective Time until their respective successors are duly elected or appointed and qualified in the manner provided in the Certificate Articles of Incorporation or By-Laws of the Surviving Corporation or as otherwise provided by law. (b) The officers of the Company Meer at the Effective Time and the individuals listed on Schedule 1.6 hereto shall be the initial officers of the Surviving Corporation and shall hold office from the Effective Time until their respective successors are duly elected or appointed and qualified in the manner provided in the Certificate Articles of Incorporation or By-Laws of the Surviving Corporation, or as otherwise provided by law. Each of the individuals listed on Schedule 1.6 shall hold the respective offices set forth opposite his or her name.

Appears in 1 contract

Samples: Merger Agreement (Schein Henry Inc)

Directors and Officers of Surviving Corporation. (aI) The directors of Sub Newco at the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office from the Effective Time until their respective successors are duly elected or appointed and qualified qualify in the manner provided in the Certificate of Incorporation or By-Laws and Bylaws of the Surviving Corporation Corporation, or as otherwise provided by law. (bII) The officers of the Company Legacy at the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office from the Effective Time until their respective successors are duly elected or appointed and qualified qualify in the manner provided in the Certificate of Incorporation or By-Laws and Bylaws of the Surviving Corporation, or as otherwise provided by law.

Appears in 1 contract

Samples: Merger Agreement (Answer Think Consulting Group Inc)

Directors and Officers of Surviving Corporation. (a) The directors of Acquisition Sub at the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office from the Effective Time until their respective successors are duly elected or appointed and qualified in the manner provided in the Certificate Articles of Incorporation or By-Laws and Bylaws of the Surviving Corporation Corporation, or as otherwise provided by law. (b) The officers of the Company Applied Optronics at the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office from the Effective Time until removed or until their respective successors are duly elected or appointed and qualified in the manner provided in the Certificate Articles of Incorporation or By-Laws and Bylaws of the Surviving Corporation, or as otherwise provided by law.

Appears in 1 contract

Samples: Merger Agreement (Esc Medical Systems LTD)

Directors and Officers of Surviving Corporation. (a) The directors of Sub at immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office from the Effective Time until their respective successors are duly elected or appointed and qualified qualify in the manner provided in the Certificate of Incorporation or and By-Laws of the Surviving Corporation or as otherwise provided by law. (b) The officers of the Company at immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office from the Effective Time until their respective successors are duly elected or appointed and qualified qualify in the manner provided in the Certificate of Incorporation or and By-Laws of the Surviving Corporation, or as otherwise provided by law.

Appears in 1 contract

Samples: Merger Agreement (May & Speh Inc)

Directors and Officers of Surviving Corporation. (a) The directors of Sub Newco at the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office from the Effective Time until their respective successors are duly elected or appointed and qualified qualify in the manner provided in the Certificate Articles of Incorporation or By-Laws and Bylaws of the Surviving Corporation Corporation, or as otherwise provided by law. (b) The officers of the Company at the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office from the Effective Time until their respective successors are duly elected or appointed and qualified qualify in the manner provided in the Certificate Articles of Incorporation or By-Laws and Bylaws of the Surviving Corporation, or as otherwise provided by law.

Appears in 1 contract

Samples: Merger Agreement (Global Imaging Systems Inc)

Directors and Officers of Surviving Corporation. (a) The directors of Sub at the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office from the Effective Time until their respective successors are duly elected or appointed and qualified in the manner provided in the Certificate Articles of Incorporation or By-Laws of the Surviving Corporation or as otherwise provided by law. (b) The officers of the Company at the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office from the Effective Time until their respective successors are duly elected or appointed and qualified in the manner provided in the Certificate Articles of Incorporation or By-Laws of the Surviving Corporation, Corporation or as otherwise provided by law.

Appears in 1 contract

Samples: Merger Agreement (Softkey International Inc)

Directors and Officers of Surviving Corporation. (a) The directors of Merger Sub at the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office from the Effective Time until their respective successors are duly elected or appointed and qualified in the manner provided in the Certificate Articles of Incorporation or By-Laws and Bylaws of the Surviving Corporation Corporation, or as otherwise provided by law. (b) The officers of the Company Merger Sub at the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office from the Effective Time until removed or until their respective successors are duly elected or appointed and qualified in the manner provided in the Certificate Articles of Incorporation or By-Laws and Bylaws of the Surviving Corporation, or as otherwise provided by law.

Appears in 1 contract

Samples: Merger Agreement (Realnetworks Inc)

Directors and Officers of Surviving Corporation. (ai) The directors of Sub Newco at the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office from the Effective Time until their respective successors are duly elected or appointed and qualified qualify in the manner provided in the Certificate of Incorporation or By-Laws and Bylaws of the Surviving Corporation Corporation, or as otherwise provided by law. (bii) The officers of the Company SSC at the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office from the Effective Time until their respective successors are duly elected or appointed and qualified qualify in the manner provided in the Certificate of Incorporation or By-Laws and Bylaws of the Surviving Corporation, or as otherwise provided by law.

Appears in 1 contract

Samples: Merger Agreement (Appnet Systems Inc)

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Directors and Officers of Surviving Corporation. (a) The directors of Sub at the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office from the Effective Time until their respective successors are duly elected or appointed and qualified in the manner provided in the Certificate Articles of Incorporation or By-Laws of the Surviving Corporation or as otherwise provided by law. (b) The officers of the Company Sub at the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office from the Effective Time until their respective successors are duly elected or appointed and qualified in the manner provided in the Certificate Articles of Incorporation or By-Laws ByLaws of the Surviving Corporation, or as otherwise provided by law.

Appears in 1 contract

Samples: Merger Agreement (Schein Henry Inc)

Directors and Officers of Surviving Corporation. (ai) The directors of Sub Newco at the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office from the Effective Time until their respective successors are duly elected or appointed and qualified qualify in the manner provided in the Certificate Articles of Incorporation or By-Laws and Bylaws of the Surviving Corporation Corporation, or as otherwise provided by law. (bii) The officers of the Company Newco at the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office from the Effective Time until their respective successors are duly elected or appointed and qualified qualify in the manner provided in the Certificate Articles of Incorporation or By-Laws and Bylaws of the Surviving Corporation, or as otherwise provided by law.

Appears in 1 contract

Samples: Merger Agreement (Global Imaging Systems Inc)

Directors and Officers of Surviving Corporation. (a) The directors of Sub at the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office from the Effective Time until their respective successors are duly elected or appointed and qualified in the manner provided in the Certificate Articles of Incorporation or By-Laws of the Surviving Corporation or as otherwise provided by law. (b) The officers of the Company Sub at the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office from the Effective Time until their respective successors are duly elected or appointed and qualified in the manner provided in the Certificate Articles of Incorporation or By-Laws of the Surviving Corporation, Corporation or as otherwise provided by law.

Appears in 1 contract

Samples: Merger Agreement (Computer Horizons Corp)

Directors and Officers of Surviving Corporation. (a) The directors of Sub at the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office from the Effective Time until their respective successors are duly elected or appointed and qualified qualify in the manner provided in the Certificate of Incorporation or By-Laws and Bylaws of the Surviving Corporation Corporation, or as otherwise provided by law. (b) The officers of the Company Sub at the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office from the Effective Time until their respective successors are duly elected or appointed and qualified qualify in the manner provided in the Certificate of Incorporation or By-Laws and Bylaws of the Surviving Corporation, or as otherwise provided by law.

Appears in 1 contract

Samples: Merger Agreement (Symbion Inc/Tn)

Directors and Officers of Surviving Corporation. (a) The directors of the Sub at the Effective Time shall will be the initial directors of the Surviving Corporation and shall will hold office from the Effective Time until their respective successors are duly elected or appointed and qualified qualify in the manner provided in the Certificate certificate of Incorporation or By-Laws incorporation and bylaws of the Surviving Corporation or as otherwise provided by law. (b) The officers of the Company at the Effective Time shall will be the initial officers of the Surviving Corporation and shall will hold office from the Effective Time until their respective successors are duly elected or appointed and qualified qualify in the manner provided in the Certificate certificate of Incorporation or By-Laws incorporation and bylaws of the Surviving Corporation, Corporation or as otherwise provided by law.

Appears in 1 contract

Samples: Merger Agreement (Bluephoenix Solutions LTD)

Directors and Officers of Surviving Corporation. (a) The directors of Merger Sub at the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office from the Effective Time until their respective successors are duly elected or appointed and qualified qualify in the manner provided in the Certificate of Incorporation or By-Laws and Bylaws of the Surviving Corporation Corporation, or as otherwise provided by law. (b) The officers of the Company Merger Sub at the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office from the Effective Time until their respective successors are duly elected or appointed and qualified qualify in the manner provided in the Certificate of Incorporation or By-Laws and Bylaws of the Surviving Corporation, or as otherwise provided by law.

Appears in 1 contract

Samples: Merger Agreement (Aseco Corp)

Directors and Officers of Surviving Corporation. (ai) The directors of Sub Acquisition at the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office from the Effective Time until their respective successors are duly elected or appointed and qualified qualify in the manner provided in the Certificate Articles of Incorporation or By-Laws and Bylaws of the Surviving Corporation Corporation, or as otherwise provided by law. (bii) The officers of the Company Target at the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office from the Effective Time until their respective successors are duly elected or appointed and qualified qualify in the manner provided in the Certificate Articles of Incorporation or By-Laws and Bylaws of the Surviving Corporation, or as otherwise provided by law.

Appears in 1 contract

Samples: Merger Agreement (Xpedior Inc)

Directors and Officers of Surviving Corporation. (a) The directors of Sub at the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office from the Effective Time until their respective successors are duly elected or appointed and qualified qualify in the manner provided in the Certificate of Incorporation or and By-Laws of the Surviving Corporation or as otherwise provided by law. (b) The officers of the Company at the Effective Time Time, shall be the initial officers of the Surviving Corporation and shall hold office from the Effective Time until their respective successors are duly elected or appointed and qualified qualify in the manner provided in the Certificate of Incorporation or and By-Laws of the Surviving Corporation, or as otherwise provided by law.

Appears in 1 contract

Samples: Merger Agreement (VHS of Anaheim Inc)

Directors and Officers of Surviving Corporation. (a) The directors of Merger Sub at the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office from the Effective Time until their respective successors are duly elected or appointed and qualified qualify in the manner provided in the Certificate of Incorporation or and By-Laws of the Surviving Corporation Corporation, or as otherwise provided by law. (b) The officers of the Company Merger Sub at the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office from the Effective Time until their respective successors are duly elected or appointed and qualified qualify in the manner provided in the Certificate of Incorporation or and By-Laws of the Surviving Corporation, or as otherwise provided by law.

Appears in 1 contract

Samples: Merger Agreement (Barringer Technologies Inc)

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