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

Directors and Officers of Surviving Corporation. (a) Subject to applicable law, the directors of the Purchaser immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal. (b) The officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.

Appears in 4 contracts

Samples: Merger Agreement (Norand Corp /De/), Merger Agreement (Lilly Industries Inc), Merger Agreement (Lilly Industries Inc)

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Directors and Officers of Surviving Corporation. (a) Subject to applicable law, the The directors of Purchaser and the Purchaser immediately prior to officers of the Company, in each case, as of the Effective Time shall shall, from and after the Effective Time, be the initial directors and officers, respectively, of the Surviving Corporation and shall hold office until their respective successors are have been duly elected or appointed and qualified, qualified or until their earlier death, resignation or removal. (b) The officers removal in accordance with the certificate of the Company immediately prior to the Effective Time shall be the initial officers incorporation, bylaws of the Surviving Corporation and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removalapplicable Law.

Appears in 2 contracts

Samples: Merger Agreement (Barrier Therapeutics Inc), Merger Agreement (Stiefel Laboratories, Inc.)

Directors and Officers of Surviving Corporation. (a) Subject to applicable law, the The directors of the Purchaser Acquisition immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal. (b) . The officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.

Appears in 2 contracts

Samples: Merger Agreement (JLK Direct Distribution Inc), Merger Agreement (JLK Direct Distribution Inc)

Directors and Officers of Surviving Corporation. (a) Subject to applicable lawThe directors of Purchaser, as of the Effective Time, shall, from and after the Effective Time, be the directors of the Purchaser immediately prior to Surviving Corporation, and the Effective Time shall be the initial directors officers of the Surviving Corporation shall, from and after the Effective Time, be as set forth on Section 2.6 of the Acquiror Disclosure Letter, and such directors and officers shall hold office serve until their respective successors are have been duly elected or appointed and qualified, qualified or until their earlier death, resignation or removal. (b) The officers removal in accordance with the certificate of incorporation of the Company immediately prior to Surviving Corporation, the Effective Time shall be the initial officers bylaws of the Surviving Corporation and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removalapplicable Law.

Appears in 2 contracts

Samples: Merger Agreement (American Fiber Systems, Inc.), Merger Agreement (Fibernet Telecom Group Inc\)

Directors and Officers of Surviving Corporation. (a) Subject to applicable law, the The directors of Purchaser and the Purchaser immediately prior to officers of the Company, in each case, as of the Effective Time shall shall, from and after the Effective Time, be the initial directors and officers, respectively, of the Surviving Corporation and shall hold office until their respective successors are have been duly elected or appointed and qualified, qualified or until their earlier death, resignation or removal. (b) The officers removal in accordance with the certificate of the Company immediately prior to the Effective Time shall be the initial officers incorporation, bylaws of the Surviving Corporation and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removalapplicable law.

Appears in 2 contracts

Samples: Merger Agreement (Naf Holdings Ii, LLC), Merger Agreement (Hampshire Group LTD)

Directors and Officers of Surviving Corporation. (a) Subject to applicable law, the directors of the Purchaser immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation Corporation, and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal. (b) The officers of the Company ITT immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation Corporation, and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Hilton Hotels Corp)

Directors and Officers of Surviving Corporation. (a) Subject to applicable law, the The directors of the Purchaser immediately prior to Sub at the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office until their respective successors are duly elected and qualified, qualified or their earlier death, resignation or removalremoval in accordance with the Certificate of Incorporation and By-Laws of the Surviving Corporation. (b) The officers of the Company immediately prior to at the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office until their respective successors are duly elected and qualified, qualified or their earlier death, resignation or removalremoval in accordance with the Certificate of Incorporation and By-Laws of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Lee Sara Corp)

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Directors and Officers of Surviving Corporation. (a) Subject to applicable law, the The directors of the Purchaser immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removalas of the Effective Time. (b) The officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation as of the Effective Time and shall hold office from the Effective Time until their respective successors are duly elected or appointed and qualifiedqualify in the manner provided in the Articles of Incorporation and Bylaws of the Surviving Corporation, or their earlier death, resignation or removal.as otherwise provided by law. A-1

Appears in 1 contract

Samples: Merger Agreement (Research Medical Inc)

Directors and Officers of Surviving Corporation. (a) Subject to applicable law, the The directors of the Purchaser immediately prior to as of the Effective Time shall shall, from and after the Effective Time, be the initial directors of the Surviving Corporation and shall Corporation, each to hold office until their respective successors are duly elected in accordance with the certificate of incorporation and qualifiedbylaws of the Surviving Corporation, or their earlier death, resignation or removal. (b) The and the officers of the Company immediately prior to as of the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office Corporation, in each case until their respective successors are have been duly elected or appointed and qualified, qualified or until their earlier death, resignation or removal.

Appears in 1 contract

Samples: Merger Agreement (Hireright Inc)

Directors and Officers of Surviving Corporation. (a) Subject to applicable lawLaw, the directors of the Purchaser immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal. (b) The officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.

Appears in 1 contract

Samples: Merger Agreement (Professionals Direct Inc)

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