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

Directors and Officers of Surviving Corporation. The directors of Merger Sub as of the Effective Time shall serve as directors 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 are duly elected or appointed and 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 death, resignation or removal or otherwise ceasing to be an officer or until their respective successors are duly elected or appointed and qualified.

Appears in 3 contracts

Samples: Merger Agreement (Anthem Inc), Merger Agreement (Wellpoint Health Networks Inc /De/), Merger Agreement (Wellpoint Inc)

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Directors and Officers of Surviving Corporation. The directors of Merger Sub as of immediately prior to the Effective Time shall serve as be the directors of the Surviving Corporation Corporation, until the earlier of their death, resignation or removal or otherwise ceasing to be a director or until their respective successors are duly elected or appointed and qualified, as the case may be. The persons designated by the Board of Directors officers of Merger Sub immediately prior to the Effective Time shall serve as be the officers of the Surviving Corporation, until the earlier of their death, resignation or removal or otherwise ceasing to be an officer or until their respective successors are duly elected or appointed and qualified, as the case may be.

Appears in 3 contracts

Samples: Merger Agreement (Victory Acquisition Corp), Merger Agreement (Audiocodes LTD), Merger Agreement (Audiocodes LTD)

Directors and Officers of Surviving Corporation. The directors of Merger Sub as of immediately prior to the Effective Time shall serve as shall, from and after the Effective Time, be the directors of the Surviving Corporation until the earlier of their death, resignation or removal or otherwise ceasing until their respective successors 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 a director 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. 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 death, resignation or removal or otherwise ceasing to be an officer or until their respective successors are duly elected or appointed and qualifiedcase may be.

Appears in 3 contracts

Samples: Merger Agreement (Counterpath Corp), Merger Agreement (Carbonite Inc), Merger Agreement (Open Text Corp)

Directors and Officers of Surviving Corporation. The directors of Merger Sub as of the Effective Time shall serve as directors 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 are duly elected or appointed and qualified. The persons designated by the Board of Directors of Merger Sub immediately prior to the Effective Time shall serve as be the officers directors of the Surviving CorporationCorporation immediately following the Effective Time, until the earlier of their death, resignation or removal or otherwise ceasing to be an officer or until their respective successors are duly elected and qualified. The officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation immediately following the Effective Time, until the earlier of their resignation or appointed removal or until their successors are duly elected and qualified.

Appears in 3 contracts

Samples: Option Agreement and Plan of Merger (Fibrogen Inc), Option Agreement and Plan of Merger (Fibrogen Inc), Agreement and Plan of Merger (Synlogic, Inc.)

Directors and Officers of Surviving Corporation. The Immediately following the First Merger Effective Time, (i) the directors of Merger Sub as of 1 serving immediately prior to the First Merger Effective Time shall serve as be the directors of the Surviving Corporation until the earlier of their death, resignation or removal or otherwise ceasing to be a director or until the time at which their respective successors are duly elected or appointed and qualified. The persons designated by , and (ii) the Board of Directors officers of Merger Sub 1 serving immediately prior to the First Merger Effective Time shall serve as be the officers of the Surviving Corporation, Corporation until the earlier of their death, resignation or removal or otherwise ceasing to be an officer or until the time at which their respective successors are duly elected or appointed and qualified.

Appears in 3 contracts

Samples: Merger Agreement (Lin Television Corp), Merger Agreement (Media General Inc), Merger Agreement (LIN Media LLC)

Directors and Officers of Surviving Corporation. The directors of Merger Sub and the officers of the Company (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 serve as Time, shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until the their successors have been duly elected or appointed and qualified or until their earlier of their death, resignation or removal or otherwise ceasing to be a director or until their respective successors are duly elected or appointed and qualified. The persons designated by in accordance with the Board of Directors of Merger Sub prior to the Effective Time shall serve as the officers Constituent Documents of the Surviving Corporation, until the earlier of their death, resignation or removal or otherwise ceasing to be an officer or until their respective successors are duly elected or appointed and qualified.

Appears in 2 contracts

Samples: Merger Agreement (North Pointe Holdings Corp), Merger Agreement (James River Group, Inc)

Directors and Officers of Surviving Corporation. The directors of Merger Sub as of the Effective Time shall serve as directors of the Surviving Corporation until the earlier earliest of their death, resignation or removal or otherwise ceasing to be a director or until their respective successors are duly elected or appointed and 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 earliest of their death, resignation or removal or otherwise ceasing to be an officer or until their respective successors are duly elected or appointed and qualified.

Appears in 2 contracts

Samples: Merger Agreement (Wellpoint, Inc), Merger Agreement (Amerigroup Corp)

Directors and Officers of Surviving Corporation. The directors of Merger Sub as of From and after the Effective Time shall serve as directors of the Surviving Corporation Time, until the earlier of their death, resignation or removal or otherwise ceasing to be a director or until their respective successors are duly elected or appointed and qualified. The persons designated by qualified in accordance with applicable law, (a) the Board of Directors directors of Merger Sub immediately prior to the Effective Time shall serve as be the directors of the Successor Corporation and (b) the officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Successor Corporation, until ; such directors and officers shall hold office in accordance with the earlier of their death, resignation or removal or otherwise ceasing to be an officer or until their respective successors are duly elected or appointed Successor Corporation's bylaws and qualifiedapplicable law.

Appears in 2 contracts

Samples: Transaction Agreement and Plan of Merger (HSBC Holdings PLC), Transaction Agreement and Plan of Merger (Republic New York Corp)

Directors and Officers of Surviving Corporation. The directors of Merger Sub as of From and after the Effective Time shall serve as directors of the Surviving Corporation Time, until the their successors have been duly elected or appointed and qualified or until their earlier of their death, resignation or removal or otherwise ceasing to be a director or until their respective successors are duly elected or appointed in accordance with the Charter and qualified. The persons designated by the Board By-Laws, (a) the members of Directors the board of managers of Merger Sub immediately prior to the Effective Time shall serve as be the directors of the Surviving Corporation, and (b) the officers of Merger Sub shall be the officers of the Surviving Corporation, until the earlier of their death, resignation or removal or otherwise ceasing to be an officer or until their respective successors are duly elected or appointed and qualified.

Appears in 2 contracts

Samples: Merger Agreement (Voltari Corp), Merger Agreement (Cadus Corp)

Directors and Officers of Surviving Corporation. The directors of Merger Sub as of at the Effective Time shall serve as shall, from and after the Effective Time, be the directors 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 are duly elected or appointed and qualifiedqualified in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation, or as otherwise provided by applicable law. The persons designated by officers of the Board of Directors of Merger Sub prior to Company at the Effective Time shall serve as shall, from and after the Effective Time, be the officers of the Surviving Corporation, until the earlier of their death, resignation or removal or otherwise ceasing to be an officer or Corporation until their respective successors are duly elected or appointed and qualifiedqualified in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation, or as otherwise provided by applicable law.

Appears in 2 contracts

Samples: Merger Agreement (Tele Communications Inc /Co/), Merger Agreement (Tele Communications International Inc)

Directors and Officers of Surviving Corporation. The directors of Mxxxxx Xxxxx immediately prior to the Merger Sub as of the Effective Time shall serve as be the directors of the Surviving Corporation until the their respective successors are duly appointed or elected and qualified, or until their earlier of their death, resignation or removal or otherwise ceasing removal. The officers of Merger Subco immediately prior to the Merger Effective Time shall be a director or the officers of the Surviving Corporation until their respective successors are duly elected or appointed and 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, or until the their earlier of their death, resignation or removal or otherwise ceasing to be an officer or until their respective successors are duly elected or appointed and qualifiedremoval.

Appears in 1 contract

Samples: Business Combination Agreement (Hut 8 Corp.)

Directors and Officers of Surviving Corporation. The directors of Merger Sub as of From and after the Effective Time shall serve as directors of the Surviving Corporation Time, until the earlier of their death, resignation or removal or otherwise ceasing to be a director or until their respective successors are duly elected or appointed and qualified. The persons designated by qualified in accordance with applicable law, (a) the Board of Directors directors of Merger Sub immediately prior to the Effective Time shall serve as be the directors of the Surviving Corporation and (b) the officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, until ; such directors and officers shall hold office in accordance with the earlier of their death, resignation or removal or otherwise ceasing to be an officer or until their respective successors are duly elected or appointed Surviving Corporation's bylaws and qualifiedapplicable law.

Appears in 1 contract

Samples: Merger Agreement (Bankers Trust Corp)

Directors and Officers of Surviving Corporation. The directors of Merger Sub and the officers of the Company (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 serve as shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until the their successors have been duly elected or appointed and qualified or until their earlier of their death, resignation or removal in accordance with the Articles of Incorporation or otherwise ceasing to be a director or until their respective successors are duly elected or appointed and qualified. The persons designated by the Board of Directors of Merger Sub prior to the Effective Time shall serve as the officers bylaws of the Surviving Corporation, until the earlier of their death, resignation or removal or otherwise ceasing to be an officer or until their respective successors are duly elected or appointed and qualified.

Appears in 1 contract

Samples: Merger Agreement (Genesis Healthcare Corp)

Directors and Officers of Surviving Corporation. The At the Effective Time, the directors of Merger Sub Sub, as constituted immediately prior to the Effective Time, and the officers set forth in Section 1.3(c) of the Effective Time shall serve as Disclosure Schedule will be the directors and officers, respectively, of the Surviving Corporation until the earlier of their deathCorporation, resignation or removal or otherwise ceasing to be a director or in each case until their respective successors are duly elected or appointed and 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, or until the their earlier of their death, resignation or removal or otherwise ceasing to be an officer or until their respective successors are duly elected or appointed in accordance with the certificate of incorporation and qualifiedthe bylaws of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Chart Industries Inc)

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Directors and Officers of Surviving Corporation. The directors of Merger Sub as of at the Effective Time shall serve as be the directors of the Surviving Corporation Corporation, until the earlier of their death, resignation or removal or otherwise ceasing to be a director or until their respective successors are duly elected or appointed and qualified. The persons designated by the Board of Directors officers of Merger Sub prior to at the Effective Time shall serve as be the officers of the Surviving Corporation, until the earlier of their death, resignation or removal or otherwise ceasing to be an officer or until their respective successors are duly elected or appointed and qualified.

Appears in 1 contract

Samples: Merger Agreement (Cyalume Technologies Holdings, Inc.)

Directors and Officers of Surviving Corporation. The directors of Merger Sub as of immediately prior to the Effective Time shall serve as will be the initial directors of the Surviving Corporation until Corporation, each to hold office in accordance with the earlier Articles of their deathIncorporation and Bylaws of the Surviving Corporation, resignation and, except as determined by Parent or removal or otherwise ceasing Merger Sub prior to the Effective Time, the officers of Merger Sub immediately prior to the Effective Time will be a director or the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and 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, qualified or until the their earlier of their death, resignation or removal or otherwise ceasing to be an officer or until their respective successors are duly elected or appointed and qualifiedremoval.

Appears in 1 contract

Samples: Merger Agreement (Novellus Systems Inc)

Directors and Officers of Surviving Corporation. The directors of Merger Sub as of at the Effective Time shall serve as be the directors 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 are duly elected or appointed and 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 death, resignation or removal or otherwise ceasing to be an officer or until their respective successors are duly elected and qualified. The officers of the Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation immediately following the Effective Time, until the earlier of their resignation or appointed removal or until their successors are duly elected and qualified.

Appears in 1 contract

Samples: Merger Agreement (Caliper Life Sciences Inc)

Directors and Officers of Surviving Corporation. (a) The directors of Merger Sub as of immediately prior to the Effective Time shall serve continue as the directors of the Surviving Corporation Corporation, in each case until the their successors are elected and qualified or until their earlier of their death, resignation or removal or removal. (b) Unless otherwise ceasing provided in this Agreement, the officers of the Company immediately prior to be a director the effective time shall continue as the officers of the Surviving Corporation, in each case until removed or until their respective successors are duly elected or appointed and qualified. The persons designated by qualified in the Board manner provided in the Articles of Directors of Merger Sub prior to the Effective Time shall serve as the officers Incorporation and By-Laws of the Surviving Corporation, until the earlier of their death, resignation or removal or as otherwise ceasing to be an officer or until their respective successors are duly elected or appointed and qualifiedprovided by law.

Appears in 1 contract

Samples: Merger Agreement (Nai Technologies Inc)

Directors and Officers of Surviving Corporation. The directors of Merger Sub as of the Effective Time shall serve as directors 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 are duly elected or appointed and qualified. The persons designated by the Board of Directors of Merger Sub immediately prior to the Effective Time shall serve as be the officers directors of the Surviving CorporationCorporation immediately following the Effective Time, until the earlier of their death, resignation or removal or otherwise ceasing to be an officer or until their respective successors are duly elected and qualified. The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation immediately following the Effective Time, until the earlier of their resignation or appointed removal or until their successors are duly elected and qualified.

Appears in 1 contract

Samples: Merger Agreement (Vertex Pharmaceuticals Inc / Ma)

Directors and Officers of Surviving Corporation. The directors of Merger Sub as of immediately prior to the Effective Time shall serve as shall, from and after the Effective Time, be the directors of the Surviving Corporation until the earlier of their death, resignation or removal or otherwise ceasing until their respective successors are duly elected and qualified, as the case may be. The officers of Xxxxxx Sub immediately prior to the Effective Time shall, from and after the Effective Time, be a director 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. 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 death, resignation or removal or otherwise ceasing to be an officer or until their respective successors are duly elected or appointed and qualifiedcase may be.

Appears in 1 contract

Samples: Merger Agreement (Hostess Brands, Inc.)

Directors and Officers of Surviving Corporation. The directors of Merger Sub as of the Effective Time shall serve as directors 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 are duly elected or appointed and qualified. The persons designated by the Board of Directors of Merger Sub immediately prior to the Effective Time shall serve be appointed as the directors of the Surviving Corporation immediately following the Effective Time, until the earlier of their resignation or removal or until their successors are duly elected and qualified. The officers of Merger Sub immediately prior to the Effective Time shall be appointed as the officers of the Surviving CorporationCorporation immediately following the Effective Time, until the earlier of their death, resignation or removal or otherwise ceasing to be an officer or until their respective successors are duly elected or appointed and qualified.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Zogenix, Inc.)

Directors and Officers of Surviving Corporation. The directors of Merger Sub as of the Effective Time shall serve as directors of the Surviving Corporation until the earlier earliest of their death, resignation or removal or otherwise ceasing to be a director or until their respective successors are duly elected or appointed and 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 earliest of their death, resignation or removal or otherwise ceasing to be an officer or until their respective successors are duly elected or appointed and qualified.qualified.β€Œ

Appears in 1 contract

Samples: Merger Agreement

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