Common use of Directors and Officers of the Surviving Company Clause in Contracts

Directors and Officers of the Surviving Company. (a) The board of directors of the Surviving Company effective as of, and immediately following, the Effective Time shall consist of the members of the board of directors of Merger Sub immediately prior to the Effective Time, to hold office until their respective successors are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the articles of incorporation and bylaws of the Surviving Company. (b) From and after the Effective Time, the officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Company, to hold office until their respective successors are duly appointed and qualified or until their earlier death, resignation or removal in accordance with the articles of incorporation and bylaws of the Surviving Company.

Appears in 2 contracts

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

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Directors and Officers of the Surviving Company. The Company shall take all lawful action so that (a) The board of directors of the Surviving Company effective as of, and immediately following, the Effective Time shall consist of the members of the board of directors of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, to hold office be the directors of the Surviving Company until their respective successors are duly elected and qualified or until their earlier death, resignation or removal, as the case may be, in accordance with the Surviving Company Charter, the Surviving Company Bylaws and the DGCL, and (b) the officers of the Company immediately prior to the Effective Time shall, from and after the Effective Time, be the officers of the Surviving Company until their successors are duly elected or appointed and qualified or until their earlier death, resignation or removal removal, as the case may be, in accordance with the articles of incorporation and bylaws of Surviving Company Charter, the Surviving CompanyCompany Bylaws and the DGCL. (b) From and after the Effective Time, the officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Company, to hold office until their respective successors are duly appointed and qualified or until their earlier death, resignation or removal in accordance with the articles of incorporation and bylaws of the Surviving Company.

Appears in 1 contract

Samples: Merger Agreement (Whole Earth Brands, Inc.)

Directors and Officers of the Surviving Company. (a) The board of directors of the Surviving Company effective as of, and immediately following, the Effective Time shall consist of the members of the board of directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Company immediately upon the Effective Time (with each existing member of the Board of Directors of the Company resigning immediately upon the Effective Time), to hold office until their respective successors are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the memorandum and articles of incorporation and bylaws association of the Surviving CompanyCompany and applicable Law. (b) From and after the Effective Time, the The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving CompanyCompany immediately following the Effective Time, to hold office until their respective successors are duly appointed and qualified or until their earlier death, resignation or removal in accordance with the memorandum and articles of incorporation and bylaws association of the Surviving Company.Company and applicable Law. ARTICLE II

Appears in 1 contract

Samples: Merger Agreement (Propertyguru Group LTD)

Directors and Officers of the Surviving Company. (a) The board of directors At the Effective Time, the officers of the Surviving Company effective as of, and immediately following, the Effective Time shall consist of the members of the board of directors of Merger Sub immediately prior to the Effective Time, to shall become the initial officers of the Surviving Company and shall hold office until their respective successors are duly elected or appointed and qualified, or until their earlier death, resignation or removal. (b) At the Effective Time, the initial directors of the Surviving Company shall consist of the same persons serving on Domesticated SPAC Board in accordance with Section 6.12, and such directors shall hold office until their successors shall have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the articles of incorporation and bylaws of the Surviving Company’s certificate of incorporation, bylaws and other applicable Governing Documents. (b) From and after the Effective Time, the officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Company, to hold office until their respective successors are duly appointed and qualified or until their earlier death, resignation or removal in accordance with the articles of incorporation and bylaws of the Surviving Company.

Appears in 1 contract

Samples: Business Combination Agreement (HH&L Acquisition Co.)

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Directors and Officers of the Surviving Company. (a) The board of directors of the Surviving Company effective as of, and immediately following, the Effective Time shall consist of the members of the board of directors of Merger Sub immediately prior to the Effective Time, to hold office until their respective successors are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the articles of incorporation and bylaws code of regulations of the Surviving Company. (b) From and after the Effective Time, the officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Company, to hold office until their respective successors are duly appointed and qualified or until their earlier death, resignation or removal in accordance with the articles of incorporation and bylaws code of regulations of the Surviving Company.

Appears in 1 contract

Samples: Merger Agreement (Meridian Bioscience Inc)

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