Directors and Officers of the Surviving Corporation. From and after the Effective Time, the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. From and after the Effective Time, the officers of the Company 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 and qualified, as the case may be.
Appears in 5 contracts
Samples: Merger Agreement (Cybex International Inc), Merger Agreement (Synergx Systems Inc), Merger Agreement (Hirsch International Corp)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors of Merger Sub immediately prior to the Effective Time shall will, from and after the Effective Time, be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected Corporation, and qualified, as the case may be. From and after the Effective Time, the officers of the Company immediately prior to the Effective Time shall will, from and after the Effective Time, be the officers of the Surviving Corporation until the earlier of their resignation or removal or Corporation, in each case, until their respective successors are have been duly elected and elected, designated or qualified, as or until their earlier death, disqualification, resignation or removal in accordance with the case may beSurviving Corporation’s certificate of incorporation and bylaws.
Appears in 5 contracts
Samples: Merger Agreement (Asensus Surgical, Inc.), Merger Agreement (Asensus Surgical, Inc.), Merger Agreement (Arena Pharmaceuticals Inc)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, until their respective successors are duly elected or appointed and qualified in accordance with Applicable Law, (i) the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. From and after the Effective Time, (ii) the officers of the Company 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 and qualified, as the case may beCorporation.
Appears in 4 contracts
Samples: Merger Agreement (Chiasma, Inc), Merger Agreement (Amryt Pharma PLC), Merger Agreement (E Trade Financial Corp)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors of Merger Sub immediately prior to before the Effective Time shall will be the initial directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. From and after the Effective Time, the officers of the Company immediately prior to before the Effective Time shall will be the initial officers of the Surviving Corporation until the earlier of their resignation or removal or Corporation, in each case until their respective successors are duly elected or appointed and qualifiedqualified or until their earlier death, as resignation or removal in accordance with the case may becertificate of incorporation and the bylaws of the Surviving Corporation.
Appears in 4 contracts
Samples: Merger Agreement (Meade Instruments Corp), Merger Agreement (Meade Instruments Corp), Merger Agreement (Adams Golf Inc)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. From and after the Effective Time, the officers of the Company immediately prior to the Effective Time shall shall, from and after the Effective Time, be the officers directors and officers, respectively, of the Surviving Corporation until the their respective successors have been duly elected or appointed and qualified or until their earlier of their death, resignation or removal or until their respective successors are duly elected in accordance with the PBCL and qualified, as the case may beArticles of Incorporation and By-laws of the Surviving Corporation.
Appears in 4 contracts
Samples: Merger Agreement (North Pittsburgh Systems Inc), Merger Agreement (North Pittsburgh Systems Inc), Merger Agreement (Consolidated Communications Holdings, Inc.)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualifieddesignated, as the case may be. From and after the Effective Time, the The officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualifieddesignated, as the case may be.
Appears in 4 contracts
Samples: Merger Agreement (Indevus Pharmaceuticals Inc), Merger Agreement (Indevus Pharmaceuticals Inc), Merger Agreement (Endo Pharmaceuticals Holdings Inc)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with applicable law, (a) the directors of Merger Sub immediately prior to at the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. From and after the Effective Time, (b) the officers of the Company immediately prior to Merger Sub at 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 and qualified, as the case may beCorporation.
Appears in 4 contracts
Samples: Merger Agreement (National Holdings Corp), Merger Agreement (Vfinance Inc), Merger Agreement (Symmetricom Inc)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors of Merger Sub immediately prior to before the Effective Time shall will be the initial directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. From and after the Effective Time, the officers of the Company immediately prior to before the Effective Time shall will be the initial officers of the Surviving Corporation until the earlier of their resignation or removal or Corporation, in each case until their respective successors are duly elected or appointed and qualifiedqualified or until their earlier death, as resignation or removal in accordance with the case may bearticles of incorporation and the code of regulations of the Surviving Corporation.
Appears in 4 contracts
Samples: Merger Agreement (Associated Estates Realty Corp), Merger Agreement (Barry R G Corp /Oh/), Merger Agreement (Berkshire Hathaway Inc)
Directors and Officers of the Surviving Corporation. From and after the Merger Effective Time, the directors of Merger Sub MergerCo immediately prior to the Merger Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. From and after the Effective Time, the officers of the Company immediately prior to the Merger Effective Time shall be the officers of the Surviving Corporation until the earlier of their resignation or removal or Corporation, in each case, until their respective successors are duly elected or appointed and qualified, as or until the case may beearlier of their death, resignation or removal.
Appears in 4 contracts
Samples: Merger Agreement (Allied World Assurance Co Holdings LTD), Merger Agreement (Allied World Assurance Co Holdings LTD), Merger Agreement (Alleghany Corp /De)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors of Merger Sub immediately prior to the Effective Time shall will be the directors of the Surviving Corporation Corporation, until the earlier of their death, resignation or removal or until their respective successors are duly elected and qualified, as the case may be. From and after the Effective Time, the The officers of the Company Merger Sub immediately prior to the Effective Time shall will be the officers of the Surviving Corporation Corporation, until the earlier of their death, resignation or removal or until their respective successors are duly elected and qualified, as the case may be.
Appears in 4 contracts
Samples: Merger Agreement (International Multifoods Corp), Merger Agreement (Smtek International Inc), Merger Agreement (Smucker J M Co)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors of Merger Sub immediately prior to the Effective Time shall shall, from and after the Effective Time, be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected Corporation, and qualified, as the case may be. From and after the Effective Time, the officers of the Company immediately prior to the Effective Time shall shall, from and after the Effective Time, be the officers of the Surviving Corporation until the earlier of their resignation or removal or Corporation, until their respective successors are shall have been duly elected elected, designated and qualified, as or until their earlier death, resignation or removal in accordance with the case may beSurviving Corporation's certificate of incorporation and by-laws.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Polyvision Corp), Merger Agreement (Polyvision Corp), Merger Agreement (Steelcase Inc)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors of Merger Sub immediately prior to the Effective Time shall will be the directors of the Surviving Corporation until the next annual meeting (or the earlier of their resignation or removal or removal) and until their respective successors are duly elected and qualified, as the case may be. From and after the Effective Time, the The officers of the Company Merger Sub immediately prior to the Effective Time shall will be the officers of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.
Appears in 3 contracts
Samples: Merger Agreement (Dex Media West LLC), Merger Agreement (R H Donnelley Corp), Merger Agreement (Dex Media Inc)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the earlier as of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. From and after the Effective Time, and the officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation until as of the earlier of their resignation or removal or Effective Time, in each case until their respective successors are have been duly elected or appointed and qualifiedqualified or until their earlier death, as resignation or removal pursuant to the case may begoverning documents of the Surviving Corporation or applicable Law.
Appears in 3 contracts
Samples: Merger Agreement (Boeing Co), Merger Agreement (Spirit AeroSystems Holdings, Inc.), Merger Agreement (Boeing Co)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. From and after the Effective Time, the officers of the Company immediately prior to the Effective Time shall shall, from and after the Effective Time, be the officers directors and officers, respectively, of the Surviving Corporation until the their respective successors have been duly elected or appointed and qualified or until their earlier of their death, resignation or removal or until their respective successors are duly elected in accordance with the DGCL and qualified, as the case may beCertificate of Incorporation and By-Laws of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Chindex International Inc), Merger Agreement (Chindex International Inc), Merger Agreement (Benihana Inc)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. From and after the Effective Time, the officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation Corporation, in each case, until the earlier of their death, resignation or removal or until their respective successors are duly elected and qualified, as the case may be.
Appears in 3 contracts
Samples: Merger Agreement (Rubbermaid Inc), Merger Agreement (Newell Co), Merger Agreement (Royal Appliance Manufacturing Co)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. From and after the Effective Time, the officers of the Company immediately prior to the Effective Time shall shall, from and after the Effective Time, be the officers directors and officers, respectively, of the Surviving Corporation until the their successors shall have been duly elected or appointed and qualified or until their earlier of their death, resignation or removal or until their respective successors are duly elected in accordance with the Surviving Corporation's certificate of incorporation and qualified, as the case may beby-laws.
Appears in 3 contracts
Samples: Merger Agreement (Lyonnaise American Holding Inc Et Al), Merger Agreement (United Water Resources Inc), Merger Agreement (United Water Resources Inc)
Directors and Officers of the Surviving Corporation. From The directors and officers of Merger Sub, in each case, immediately prior to the Effective Time shall, from and after the Effective Time, the directors of Merger Sub immediately prior to the Effective Time shall be the directors and officers, respectively, of the Surviving Corporation until the earlier of their resignation successors have been duly elected or removal appointed and qualified or until their respective successors are duly elected earlier death, resignation, or removal in accordance with the certificate of incorporation and qualified, as the case may be. From and after the Effective Time, the officers of the Company immediately prior to the Effective Time shall be the officers bylaws of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may beCorporation.
Appears in 3 contracts
Samples: Merger Agreement (Icon PLC), Merger Agreement (PRA Health Sciences, Inc.), Merger Agreement (Icon PLC)
Directors and Officers of the Surviving Corporation. From The directors and after the Effective Time, the directors officers of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualifiedshall, as the case may be. From from and after the Effective Time, the officers of the Company immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation until the earlier of their resignation or removal or Corporation, in each case until their respective successors are shall have been duly elected or appointed and qualified, as or until their earlier death, resignation or removal in accordance with the case may beSurviving Corporation’s certificate of incorporation and bylaws and applicable Laws.
Appears in 3 contracts
Samples: Merger Agreement (Borgwarner Inc), Merger Agreement (Remy International, Inc.), Agreement and Plan of Merger (Drugstore Com Inc)
Directors and Officers of the Surviving Corporation. From and after Immediately following the Effective Time, (i) the directors director of Merger Sub serving immediately prior to the Effective Time shall be the directors director of the Surviving Corporation until the earlier of their his death, resignation or removal or until their respective successors are the time at which his successor is duly elected or appointed and qualified, as the case may be. From and after the Effective Time, (ii) the officers of the Company Merger Sub serving 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 the time at which their respective successors are duly elected or appointed and qualified, as the case may be.
Appears in 3 contracts
Samples: Merger Agreement (Nexstar Broadcasting Group Inc), Merger Agreement (Media General Inc), Merger Agreement (Nexstar Broadcasting Group Inc)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the (a) The directors of Merger Sub immediately prior to the Effective Time shall shall, from and after the Effective Time, be the directors of the Surviving Corporation Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualifieddeath, as the case may be. From and after the Effective Time, the officers of the Company 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 and qualified, as the case may be.
(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 Corporation, until the earlier of their death, resignation or removal or until their respective successors are duly elected and qualified, as the case may be.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Chiquita Brands International Inc), Merger Agreement (Cavendish Acquisition Corp), Merger Agreement (Chiquita Brands International Inc)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors of Merger Sub immediately prior to before the Effective Time shall will be the initial directors of the Surviving Corporation until and the earlier officers of their resignation or removal or Merger Sub immediately before the Effective Time will be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualifiedqualified or until their earlier death, as resignation or removal in accordance with the case may be. From certificate of incorporation and after the Effective Time, the officers of the Company immediately prior to the Effective Time shall be the officers bylaws of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may beCorporation.
Appears in 3 contracts
Samples: Merger Agreement (Bae Systems PLC), Merger Agreement (BAE Systems, Inc.), Merger Agreement (MTC Technologies Inc)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualifiedshall, as the case may be. From from and after the Effective Time, be the initial directors of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case to hold office in accordance with the articles of incorporation and bylaws of the Surviving Corporation until the earlier of their resignation or removal or and until their respective successors are duly elected and qualified, as the case may be.
Appears in 3 contracts
Samples: Merger Agreement (Kimball International Inc), Merger Agreement (Kimball International Inc), Merger Agreement (Hni Corp)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected Corporation, and qualified, as the case may be. From and after the Effective Time, the officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation until the earlier of their resignation or removal or Corporation, in each case, until their respective successors are duly elected or appointed and qualified, as or until the case may beearlier of their death, resignation or removal.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (SRS Labs Inc), Merger Agreement (SRS Labs Inc), Merger Agreement (Dts, Inc.)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors of Merger Sub immediately prior to the Effective Time shall shall, from and after the Effective Time, be the directors of the Surviving Corporation until Corporation, and the earlier officers of their resignation or removal or until their respective successors are duly elected and qualifiedthe Merger Sub immediately prior to the Effective Time, as the case may be. From from and after the Effective Time, the officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation until the earlier of their resignation or removal or Corporation, in each case until their respective successors are shall have been duly elected or appointed and qualified, as or until their earlier death, resignation or removal in accordance with the case may beSurviving Corporation’s certificate of incorporation and bylaws and applicable Laws.
Appears in 3 contracts
Samples: Merger Agreement (Remark Media, Inc.), Merger Agreement (Banks.com, Inc.), Merger Agreement (Remark Media, Inc.)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualifieddesignated, as the case may be. From and after the Effective Time, the The officers of the Company Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualifieddesignated, as the case may be.
Appears in 3 contracts
Samples: Merger Agreement (Teva Pharmaceutical Industries LTD), Merger Agreement (Nupathe Inc.), Merger Agreement (Nupathe Inc.)
Directors and Officers of the Surviving Corporation. From and after the Merger Effective Time, the directors and officers of Merger Sub immediately prior to the Merger Effective Time shall be the directors and officers of the Surviving Corporation until the earlier of their resignation or removal or Corporation, respectively, until their respective successors are duly elected or appointed and qualified, as the case may be. From and after the Effective Time, the officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation or until the earlier of their death, resignation or removal or until their respective successors are duly elected and qualified, as the case may beremoval.
Appears in 3 contracts
Samples: Merger Agreement (Javelin Pharmaceuticals, Inc), Merger Agreement (Javelin Pharmaceuticals, Inc), Merger Agreement (Myriad Pharmaceuticals, Inc.)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualifiedshall, as the case may be. From from and after the Effective Time, be appointed as the directors of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time Time, from and after the Effective Time, shall be continue as the officers of the Surviving Corporation until the earlier of their resignation or removal or Corporation, in each case until their respective successors are shall have been duly elected and elected, designated or qualified, as or until their earlier death, resignation or removal in accordance with the case may beSurviving Corporation’s certificate of incorporation and bylaws.
Appears in 3 contracts
Samples: Merger Agreement (Eagle Test Systems, Inc.), Merger Agreement (First Consulting Group Inc), Merger Agreement (Teradyne, Inc)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with applicable Law, (a) the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. From and after the Effective Time, (b) the officers of the Company 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 and qualified, as the case may beCorporation.
Appears in 2 contracts
Samples: Merger Agreement (Icahn Enterprises Holdings L.P.), Merger Agreement (Pep Boys Manny Moe & Jack)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the next annual meeting (or the earlier of their resignation or removal or removal) and until their respective successors are duly elected and qualified, as the case may be. From and after the Effective Time, the The officers of the Company 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 and qualified, as the case may be.
Appears in 2 contracts
Samples: Merger Agreement (Jefferson Pilot Corp), Merger Agreement (Lincoln National Corp)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors of Merger Sub as of immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation until as of the earlier of their resignation or removal or Effective Time and shall hold office until their respective successors are duly elected and qualified, as the case may be. From or their earlier death, resignation or removal and after the Effective Time, the officers of the Company Merger Sub as of immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation until as of the earlier of their resignation or removal or Effective Time and shall hold office until their respective successors are duly elected and qualified, as the case may beor their earlier death, resignation or removal.
Appears in 2 contracts
Samples: Merger Agreement (Enerflex Ltd.), Merger Agreement (Exterran Corp)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors of Merger Sub immediately prior to the Effective Time shall shall, from and after the Effective Time, be the directors of the Surviving Corporation until Corporation, and the earlier officers of their resignation or removal or until their respective successors are duly elected and qualifiedMerger Sub immediately prior to the Effective Time shall, as the case may be. From from and after the Effective Time, the officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation until the earlier of their resignation or removal or Corporation, in each case until their respective successors are shall have been duly elected elected, designated and qualified, as or until their earlier death, resignation or removal in accordance with the case may beSurviving Corporation's certificate of incorporation and by-laws.
Appears in 2 contracts
Samples: Merger Agreement (Solo Texas, LLC), Merger Agreement (Sweetheart Holdings Inc \De\)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the (a) The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. From and after the Effective Time, the .
(b) The officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation Corporation, each to hold office until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.
Appears in 2 contracts
Samples: Merger Agreement (Per Se Technologies Inc), Merger Agreement (McKesson Corp)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation Corporation, serving until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. From and after the Effective Time, the The officers of the Company Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation Corporation, serving until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.
Appears in 2 contracts
Samples: Merger Agreement (Biotime Inc), Merger Agreement (Asterias Biotherapeutics, Inc.)
Directors and Officers of the Surviving Corporation. From and after the Merger Effective Time, until their respective successors are duly elected or appointed and qualified in accordance with Applicable Law, (a) the directors of Merger Sub immediately prior to the Merger Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. From and after the Effective Time, (b) the officers of the Company immediately prior to the Merger 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 and qualified, as the case may beCorporation.
Appears in 2 contracts
Samples: Merger Agreement (Bristol Myers Squibb Co), Merger Agreement (Celgene Corp /De/)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors of Merger Sub immediately prior to the Effective Time shall will be the directors of the Surviving Corporation until the next annual meeting (or the earlier of their resignation or removal or removal) and until their respective successors are duly elected and qualified, as the case may be. From and after the Effective Time, the The officers of the Company Merger Sub immediately prior to the Effective Time shall will be the officers of the Surviving Corporation until the earlier of their resignation or removal or and until their respective successors are duly elected and qualified, as the case may be.
Appears in 2 contracts
Samples: Merger Agreement (Exult Inc), Merger Agreement (Hewitt Associates Inc)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors of Merger Sub immediately prior to the Effective Time shall shall, from and after the Effective Time, be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected Corporation, and qualified, as the case may be. From and after the Effective Time, the officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation until from and after the earlier of their resignation or removal or Effective Time shall be as determined by Parent in its sole discretion, in each case until their respective successors are shall have been duly elected or appointed and qualified, as or until their earlier death, resignation or removal in accordance with the case may beSurviving Corporation’s certificate of incorporation and bylaws and applicable Laws.
Appears in 2 contracts
Samples: Merger Agreement (Audience Inc), Merger Agreement (Knowles Corp)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors of the Merger Sub immediately prior to the Effective Time shall shall, from and after the Effective Time, be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected Corporation, and qualified, as the case may be. From and after the Effective Time, the officers of the Company immediately prior to the Effective Time shall shall, from and after the Effective Time, be the officers of the Surviving Corporation until the earlier of their resignation or removal or Corporation, in each case until their respective successors are shall have been duly elected and elected, designated or qualified, as or until their earlier death, resignation or removal in accordance with the case may beSurviving Corporation’s Articles of Incorporation and Bylaws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Oshkosh Truck Corp), Merger Agreement (JLG Industries Inc)
Directors and Officers of the Surviving Corporation. From The directors and after officers of the Effective Time, the directors of Merger Sub Initial Surviving Corporation immediately prior to the Subsequent Merger Effective Time shall shall, from and after the Subsequent Merger Effective Time, be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. From and after the Effective Time, the officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation Corporation, each to hold office until the his or her successor has been duly elected or appointed and qualified or until his or her earlier of their death, resignation or removal or until their respective successors are duly elected pursuant to the Charter, the Bylaws and qualified, as the case may beapplicable Law.
Appears in 2 contracts
Samples: Merger Agreement (BridgeBio Pharma, Inc.), Merger Agreement (BridgeBio Pharma, Inc.)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors of Merger Sub immediately prior to the Effective Time shall shall, from and after the Effective Time, be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected Corporation, and qualified, as the case may be. From and after the Effective Time, the officers of the Company immediately prior to the Effective Time shall shall, from and after the Effective Time, be the officers of the Surviving Corporation until the earlier of their resignation or removal or Corporation, in each case until their respective successors are shall have been duly elected and elected, designated or qualified, as or until their earlier death, resignation or removal in accordance with the case may beSurviving Corporation's Certificate of Incorporation and Bylaws.
Appears in 2 contracts
Samples: Merger Agreement (Turbochef Technologies Inc), Merger Agreement (Middleby Corp)
Directors and Officers of the Surviving Corporation. From and after At the --------------------------------------------------- Effective Time, the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the their successors are elected or appointed and qualified or until their earlier of their death, resignation or removal or until their respective successors are duly elected in accordance with the certificate of incorporation and qualified, as the case may bebylaws of the Surviving Corporation. From and after At the Effective Time, the officers of the Company Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation until the their earlier of their death, resignation or removal or until their respective successors are duly elected in accordance with the certificate of incorporation and qualified, as the case may bebylaws of the Surviving Corporation.
Appears in 2 contracts
Samples: Merger Agreement (Legato Systems Inc), Merger Agreement (Otg Software Inc)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors of Merger Sub immediately prior to the Effective Time shall shall, from and after the Effective Time, be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected Corporation, and qualified, as the case may be. From and after the Effective Time, the officers of the Company immediately prior to the Effective Time shall shall, from and after the Effective Time, be the officers of the Surviving Corporation until the earlier of their resignation or removal or Corporation, in each case until their respective successors are shall have been duly elected or appointed and qualified, as or until their earlier death, resignation or removal in accordance with the case may beSurviving Corporation’s certificate of incorporation and bylaws and applicable Laws.
Appears in 2 contracts
Samples: Merger Agreement (Bats Global Markets, Inc.), Merger Agreement (CBOE Holdings, Inc.)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the (a) The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. From and after the Effective Time, the .
(b) The officers of the Company 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 and qualified, as the case may be.
Appears in 2 contracts
Samples: Acquisition Agreement (EverBank Financial Corp), Acquisition Agreement (EverBank Financial Corp)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors of Merger Sub immediately prior to the Effective Time shall shall, from and after the Effective Time, be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. From and after the Effective Time, the officers of the Company immediately prior to the Effective Time shall shall, from and after the Effective Time, be the officers of the Surviving Corporation until the earlier of their resignation or removal or Corporation, in each case until their respective successors are shall have been duly elected and elected, designated or qualified, as or until their earlier death, resignation or removal in accordance with the case may beSurviving Corporation’s Certificate of Incorporation and Bylaws.
Appears in 2 contracts
Samples: Merger Agreement (G&R Acquisition, Inc.), Merger Agreement (Max & Ermas Restaurants Inc)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors of Merger Sub immediately prior to the Effective Time shall will be the directors of the Surviving Corporation Corporation, with each director holding office until the next annual meeting (or the earlier of their resignation or removal or removal) and until their respective successors are duly elected and qualified, as the case may be. From and after the Effective Time, the The officers of the Company Merger Sub immediately prior to the Effective Time shall will be the officers of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.
Appears in 2 contracts
Samples: Merger Agreement (National Atlantic Holdings Corp), Merger Agreement (National Atlantic Holdings Corp)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors of Merger Sub immediately prior to before the Effective Time shall will be the initial directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. From and after the Effective Time, the officers of the Company immediately prior to before the Effective Time shall will be the initial officers of the Surviving Corporation until the earlier of their resignation or removal or Corporation, in each case until their respective successors are duly elected or appointed and qualifiedqualified or until their earlier death, as resignation or removal in accordance with the case may becertificate of incorporation and bylaws of the Surviving Corporation.
Appears in 2 contracts
Samples: Merger Agreement (Alleghany Corp /De), Merger Agreement
Directors and Officers of the Surviving Corporation. From and after the Merger Effective Time, (i) the directors of Merger Sub immediately prior to the Merger Effective Time Time, as set forth on a schedule delivered by Parent to the Company prior to the Merger Effective Time, shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. From and after the Effective Time, (ii) the officers of the Company immediately prior to the Merger Effective Time shall be the officers of the Surviving Corporation until the earlier of their resignation or removal or Corporation, in each case, until their respective successors are have been duly elected or appointed and qualifiedqualified or until their earlier death, as the case may beresignation or removal.
Appears in 2 contracts
Samples: Merger Agreement (PRA International), Merger Agreement (PRA International)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. From and after the Effective Time, the officers of the Company immediately prior to the Effective Time shall shall, from and after the Effective Time, be the officers directors and officers, respectively, of the Surviving Corporation until the their successors shall have been duly elected or appointed and qualified or until their earlier of their death, resignation or removal or until their respective successors are duly elected in accordance with the DGCL and qualified, as the case may beSurviving Corporation’s Certificate of Incorporation and By-Laws.
Appears in 2 contracts
Samples: Merger Agreement (Burlington Coat Factory Warehouse Corp), Merger Agreement (COHOES FASHIONS of CRANSTON, Inc.)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors of Merger Sub immediately prior to the Effective Time shall shall, from and after the Effective Time, be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected Corporation, and qualified, as the case may be. From and after the Effective Time, the officers of the Company immediately prior to the Effective Time Time, from and after the Effective Time, shall be continue as the officers of the Surviving Corporation until the earlier of their resignation or removal or Corporation, in each case until their respective successors are shall have been duly elected or appointed and qualified, as or until their earlier death, resignation or removal in accordance with the case may beSurviving Corporation’s certificate of incorporation and bylaws.
Appears in 2 contracts
Samples: Merger Agreement (Prospect Medical Holdings Inc), Merger Agreement (Inventiv Health Inc)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors of Merger Sub immediately prior to the Effective Time shall shall, from and after the Effective Time, be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected Corporation, and qualified, as the case may be. From and after the Effective Time, the officers of the Company immediately prior to the Effective Time shall shall, from and after the Effective Time, be the officers of the Surviving Corporation until the earlier of their resignation or removal or Corporation, in each case until their respective successors are shall have been duly elected and elected, designated or qualified, as or until their earlier death, resignation or removal in accordance with the case may beSurviving Corporation’s charter and bylaws.
Appears in 2 contracts
Samples: Merger Agreement (Genesco Inc), Merger Agreement (Performance Food Group Co)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors of Merger Sub immediately prior to the Effective Time shall shall, from and after the Effective Time, be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected Corporation, and qualified, as the case may be. From and after the Effective Time, the officers of the Company immediately prior to the Effective Time shall Time, unless otherwise requested in writing by Parent, shall, from and after the Effective Time, be the officers of the Surviving Corporation until the earlier of their resignation or removal or Corporation, in each case until their respective successors are shall have been duly elected and elected, designated or qualified, as or until their earlier death, resignation or removal in accordance with the case may beSurviving Corporation’s certificate of incorporation and bylaws.
Appears in 2 contracts
Samples: Purchase Agreement (Hospitality Properties Trust), Merger Agreement (Sonesta International Hotels Corp)
Directors and Officers of the Surviving Corporation. From The directors and after the Effective Time, the directors officers of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualifiedshall, as the case may be. From from and after the Effective Time, the officers of the Company immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation until the earlier of their resignation or removal or Corporation, in each case until their respective successors are shall have been duly elected or appointed and qualified, as or until their earlier death, resignation or removal in accordance with the case may beSurviving Corporation’s articles of incorporation and bylaws and applicable Laws.
Appears in 2 contracts
Samples: Merger Agreement (Ingredion Inc), Merger Agreement (Penford Corp)
Directors and Officers of the Surviving Corporation. From The directors of Merger Subsidiary immediately prior to the Effective Time shall, from and after the Effective Time, the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected Corporation, and qualified, as the case may be. From and after the Effective Time, the officers of the Company immediately prior to the Effective Time shall shall, from and after the Effective Time, be the officers of the Surviving Corporation until the earlier of their resignation or removal or Corporation, in each case until their respective successors are shall have been duly elected or appointed or qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation's Certificate of Incorporation and qualified, as the case may beBy-laws.
Appears in 2 contracts
Samples: Merger Agreement (Canisco Resources Inc), Merger Agreement (Canisco Resources Inc)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until each to hold office in accordance with the earlier articles of their resignation or removal or until their respective successors are duly elected incorporation and qualifiedcode of regulations of the Surviving Corporation, as the case may be. From and after the Effective Time, the officers of the Company Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation Corporation, in each case, until the earlier of their death, resignation or removal or until their respective successors are duly elected and qualified, as the case may be.
Appears in 2 contracts
Samples: Merger Agreement (Rent a Center Inc De), Merger Agreement (Rainbow Rentals Inc)
Directors and Officers of the Surviving Corporation. From The directors and after the Effective Time, the directors officers of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualifiedshall, as the case may be. From from and after the Effective Time, the officers of the Company immediately prior to the Effective Time shall be the officers directors and officers, respectively, of the Surviving Corporation until the their successors shall have been duly elected or appointed and qualified or until their earlier of their death, resignation or removal or until their respective successors are duly elected in accordance with the Surviving Corporation’s Certificate of Incorporation and qualified, as the case may beBylaws.
Appears in 2 contracts
Samples: Merger Agreement (Allergan Inc), Merger Agreement (Allergan Inc)
Directors and Officers of the Surviving Corporation. From and after At the Effective Time, subject to applicable Laws, (i) the existing members of the board of directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation until the earlier of their resignation or removal or and shall hold office until their respective successors are duly elected and qualified, as the case may be. From or their earlier death, resignation or removal, and after the Effective Time, (ii) the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation until the earlier of their resignation or removal or and shall hold office until their respective successors are duly elected and qualified, as the case may beor their earlier death, resignation or removal.
Appears in 2 contracts
Samples: Merger Agreement (Chaparral Steel CO), Merger Agreement (Gerdau Ameristeel Corp)
Directors and Officers of the Surviving Corporation. (a) From and after the Effective Time, the directors of Merger Sub immediately prior to the Effective Time shall be the only directors of the Surviving Corporation Corporation, each to hold office until the earlier of their resignation his or her resignation, removal or until death and the due election and qualification of their respective successors are duly elected and qualified, as the case may be. From and after the Effective Time, the successors.
(b) The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation at the Effective Time, each to hold office until the earlier of their resignation his or her resignation, removal or until death and the due election and qualification of their respective successors are duly elected and qualified, as the case may besuccessors.
Appears in 2 contracts
Samples: Merger Agreement (Petrohawk Energy Corp), Merger Agreement (BHP Billiton LTD)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors of Merger Sub immediately prior to the Effective Time shall shall, from and after the Effective Time, be the directors of the Surviving Corporation until Corporation, and the earlier officers of their resignation or removal or until their respective successors are duly elected and qualifiedMerger Sub immediately prior to the Effective Time shall, as the case may be. From from and after the Effective Time, the officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation until the earlier of their resignation or removal or Corporation, in each case until their respective successors are shall have been duly elected or appointed and qualified, as or until their earlier death, resignation or removal in accordance with the case may beSurviving Corporation’s certificate of incorporation and bylaws and applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (HFF, Inc.), Merger Agreement (Jones Lang Lasalle Inc)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors of Merger Sub in office immediately prior to the Effective Time shall be the directors 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, as the case may be, in accordance with the DGCL and the certificate of incorporation and bylaws of the Surviving Corporation. From and after the Effective Time, the The officers of the Company Merger Sub in office 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, as the case may be.
Appears in 2 contracts
Samples: Merger Agreement (McEwen Mining Inc.), Merger Agreement (Timberline Resources Corp)
Directors and Officers of the Surviving Corporation. From and after the Merger Effective Time, until successors are duly elected or appointed and qualified in accordance with applicable Law, the directors and officers of Merger Sub immediately prior to the Merger Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. From and after the Effective Time, the officers of the Company 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 and qualified, as the case may beCorporation.
Appears in 2 contracts
Samples: Acquisition Agreement (Arris Group Inc), Acquisition Agreement (Arris Group Inc)
Directors and Officers of the Surviving Corporation. From The directors and after the Effective Time, the directors officers of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualifiedshall, as the case may be. From from and after the Effective Time, the officers of the Company immediately prior to the Effective Time shall be the officers directors and officers, respectively, of the Surviving Corporation until the their respective successors have been duly elected or appointed and qualified or until their earlier of their death, resignation or removal or until their respective successors are duly elected in accordance with the certificate of incorporation and qualified, as the case may bebylaws of the Surviving Corporation.
Appears in 1 contract
Samples: Merger Agreement (RPX Corp)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors of Merger Sub immediately prior to the Effective Time shall shall, from and after the Effective Time, be the directors of the Surviving Corporation until Corporation, and the earlier officers of their resignation or removal or until their respective successors are duly elected and qualifiedMerger Sub immediately prior to the Effective Time shall, as the case may be. From from and after the Effective Time, the officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation until the earlier of their resignation or removal or Corporation, in each case until their respective successors are shall have been duly elected and elected, designated or qualified, as or until their earlier death, resignation or removal in accordance with the case may beSurviving Corporation’s Certificate of Incorporation and By-Laws.
Appears in 1 contract
Samples: Merger Agreement (Peak Bio, Inc.)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors of Merger Sub immediately prior to before the Merger Effective Time shall will be the directors of the Surviving Corporation at the Merger Effective Time, until the earlier of their death, resignation or removal or until their respective successors are duly elected and qualified, as the case may be. From and after the Effective Time, the The officers of the Company immediately prior to before the Merger Effective Time shall will be the officers of the Surviving Corporation at the Merger Effective Time, until the earlier of their death, resignation or removal or until their respective successors are duly elected and qualified, as the case may be.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. From and after immediately following the Effective Time, and the officers of the Company Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation until immediately following the earlier of their resignation or removal or Effective Time, in each case until their respective successors are duly elected or appointed and qualifiedqualified or their earlier death, resignation or removal, in each case as provided in the case may becertificate of incorporation and bylaws of the Surviving Corporation and by applicable Law.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors of Merger Sub immediately prior to the Effective Time shall shall, from and after the Effective Time, be the directors of the Surviving Corporation until Corporation, and the earlier officers of their resignation or removal or until their respective successors are duly elected and qualifiedMerger Sub immediately prior to the Effective Time shall, as the case may be. From from and after the Effective Time, the officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation until the earlier of their resignation or removal or Corporation, in each case until their respective successors are shall have been duly elected elected, designated and qualified, as or until their earlier death, resignation or removal in accordance with the case may beSurviving Corporation's certificate of formation and bylaws.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. From The parties hereto shall take all necessary actions so that, from and after the Effective Time, (i) the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. From , and after the Effective Time, (ii) the officers of the Company Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualifieddesignated, as the case may be.
Appears in 1 contract
Samples: Merger Agreement (Pokertek, Inc.)
Directors and Officers of the Surviving Corporation. From and after the Merger Effective Time, (a) the directors of Merger Sub immediately prior to the Merger Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. From and after the Effective Time, (b) the officers of the Company immediately prior to the Merger Effective Time shall be the officers of the Surviving Corporation until the earlier of their resignation or removal or Corporation, in each case, until their respective successors are duly elected or appointed and qualified, as or until the case may beearlier of their death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylaws.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. 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 Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the directors and officers of the Surviving Corporation shall be the directors and officers of Merger Sub immediately prior to the Effective Time shall be Time, each to hold office as provided in the directors Certificate of Incorporation and Bylaws of the Surviving Corporation until the earlier of their resignation or removal or Corporation, until their respective successors are duly elected or appointed and qualified, as the case may be. From and after the Effective Time, the officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation until the earlier of their resignation or removal qualified or until their respective successors are duly elected and qualifiedearlier death, as the case may beresignation or removal.
Appears in 1 contract
Samples: Merger Agreement (Arris Group Inc)
Directors and Officers of the Surviving Corporation. From and after At the Effective Time, the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation 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. From and after At the Effective Time, the officers of the Company immediately prior to the Effective Time shall shall, subject to the applicable provisions of the Certificate of Incorporation and By-Laws of the Surviving Corporation, be the officers of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are shall be duly elected or appointed and qualified, as the case may be.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the (i) The directors of Merger Sub immediately prior to the Effective Time shall will be the directors of the Surviving Corporation Corporation, until the earlier of their resignation death, resignation, or removal or until their respective successors are duly elected and qualified, as the case may be. From ; and after the Effective Time, (ii) the officers of the Company immediately prior to the Effective Time shall will be the officers of the Surviving Corporation Corporation, until the earlier of their resignation death, resignation, or removal or until their respective successors are duly elected and qualified, as the case may be.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. From and after the Effective Time, the officers of the Company immediately prior to the Effective Time shall shall, from and after the Effective Time, be the officers directors and officers, respectively, of the Surviving Corporation until the their successors shall have been duly elected or appointed and qualified or until their earlier of their death, resignation or removal or until their respective successors are duly elected in accordance with the Surviving Corporation's Certificate of Incorporation and qualified, as the case may beBylaws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Protein Design Labs Inc/De)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the directors of Merger Sub immediately prior to the Effective Time shall be the The directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected Merger Sub and qualified, as the case may be. From and after the Effective Time, the officers of the Company immediately prior to the Effective Time shall shall, from and after the Effective Time, be the officers directors and officers, respectively, of the Surviving Corporation until the their successors shall have been duly elected or appointed and qualified or until their earlier of their death, resignation or removal or until their respective successors are duly elected in accordance with the Surviving Corporation’s Certificate of Incorporation and qualified, as the case may beBylaws.
Appears in 1 contract
Samples: Master Agreement and Plan of Merger (Phelps Dodge Corp)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors of Merger Sub Acquisition Corporation immediately prior to the Effective Time of the Merger shall be the directors of the Surviving Corporation until the earlier of their death, resignation or removal or until their respective successors are duly elected and qualified, as the case may be. From and after the Effective Time, the The officers of the Company Acquisition Corporation immediately prior to the Effective Time of the Merger 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 appointed and qualified, as the case may be.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the (a) The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until immediately following the earlier of their resignation or removal or Effective Time, until their respective successors are duly elected or appointed and qualifiedqualified or their earlier death, as resignation or removal in accordance with the case may be. From certificate of incorporation and after bylaws of the Effective Time, the Surviving Corporation.
(b) The officers of the Company immediately prior to Surviving Corporation after 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 and qualified, as the case may be.individuals designated by Purchaser in its sole discretion. 2.6
Appears in 1 contract
Samples: Merger Agreement (Schweitzer Mauduit International Inc)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors of Merger Sub immediately prior to the Effective Time shall will be the directors of the Surviving Corporation until the next annual meeting (or the earlier of their resignation or removal or removal) and until their respective successors are duly elected and qualified, as the case may be. From and after the Effective Time, the The officers of the Company Merger Sub immediately prior to the Effective Time shall will be the officers of the Surviving Corporation until the earlier of their resignation or removal or and until their respective successors are duly elected and qualified, as the case may be.. ARTICLE II
Appears in 1 contract
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the (a) The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until immediately following the earlier of their resignation or removal or Effective Time, until their respective successors are duly elected or appointed and qualifiedqualified or their earlier death, as the case may be. From and after the Effective Time, the resignation or removal.
(b) The officers of the Company Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation until immediately following the earlier of their resignation or removal or Effective Time until their respective successors are duly elected appointed and qualifiedqualified or their earlier death, as the case may beresignation or removal.
Appears in 1 contract
Samples: Merger Agreement (TopBuild Corp)
Directors and Officers of the Surviving Corporation. From The directors and after the Effective Time, the directors officers of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualifiedbe, as the case may be. From from and after the Effective Time, the officers of the Company immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualifiedqualified or until their earlier death, as resignation or removal in accordance with the case may beSurviving Charter, the Surviving Bylaws and the CCC.
Appears in 1 contract
Samples: Merger Agreement (Provena Foods Inc)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the (a) The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. From and after the Effective Time, the .
(b) The officers of the Company 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 and qualified, as the case may be.
Appears in 1 contract
Samples: Merger Agreement (Healthextras Inc)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until the earlier of their resignation or removal or and until their respective successors are duly elected and qualified, as the case may be. From and after the Effective Time, the officers of the Company Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation Corporation, in each case until the earlier of their resignation or removal or until the date their respective successors are duly elected and qualifiedor appointed, as the case may be, and qualified.
Appears in 1 contract
Samples: Merger Agreement (Macerich Co)
Directors and Officers of the Surviving Corporation. From and after At the --------------------------------------------------- Effective Time, the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the their successors are elected or appointed and qualified or until their earlier of their death, resignation or removal or until their respective successors are duly elected in accordance with the certificate of incorporation and qualified, as the case may bebylaws of the Surviving Corporation. From and after At the Effective Time, the officers of the Company Mereger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation until the their earlier of their death, resignation or removal or until their respective successors are duly elected in accordance with the certificate of incorporation and qualified, as the case may bebylaws of the Surviving Corporation.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected Corporation, and qualified, as the case may be. From and after the Effective Time, the officers of the Company 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 Corporation, in each case, until their respective successors are duly elected or appointed and qualified, as or until the case may beearlier of their death, resignation or removal.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. From The directors and after the Effective Time, the directors officers of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualifiedshall, as the case may be. From from and after the Effective Time, the officers of the Company immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation until the their successors shall have been duly elected or appointed or qualified or until their earlier of their death, resignation or removal or until their respective successors are duly elected in accordance with the Surviving Corporation’s certificate of incorporation and qualified, as the case may bebylaws.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. From and after the Effective Time, (i) the directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. From and after the Effective Time, (ii) the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation until the earlier of their resignation or removal or Corporation, in each case, until their respective successors are have been duly elected or appointed and qualifiedqualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and the bylaws of the Surviving Corporation and Applicable Law as the case may bein effect from time to time.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors of Merger Sub immediately prior to the Effective Time shall shall, from and after the Effective Time, be the directors of the Surviving Corporation until Corporation, and the earlier officers of their resignation or removal or until their respective successors are duly elected and qualifiedMerger Sub immediately prior to the Effective Time shall, as the case may be. From from and after the Effective Time, the officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation until the earlier of their resignation or removal or Corporation, in each case until their respective successors are shall have been duly elected and elected, designated or qualified, as or until their earlier death, resignation or removal in accordance with the case may beSurviving Corporation’s certificate of incorporation and bylaws.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors of Merger Sub immediately prior to before the Effective Time shall will be the initial directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. From and after the Effective Time, the officers of the Company immediately prior to before the Effective Time shall will be the initial officers of the Surviving Corporation until the earlier of their resignation or removal or Corporation, in each case until their respective successors are duly elected or appointed and qualifiedqualified or until their earlier death, as resignation or removal in accordance with the case may beArticles of Incorporation and the Code of Regulations of the Surviving Corporation.
Appears in 1 contract
Samples: Merger Agreement (Morgans Foods Inc)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation to hold office in accordance with the by-laws of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. From and after the Effective Time, the The officers of the Company Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation to hold office in accordance with the by-laws of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the a. The directors of the Merger Sub immediately prior to at the Effective Time of the Merger shall be become the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. From and after the Effective Time, the .
b. The officers of the Company immediately prior to ChinaRen at the Effective Time of the Merger shall be the officers of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.
Appears in 1 contract
Samples: Merger Agreement (Sohu Com Inc)
Directors and Officers of the Surviving Corporation. From The directors and after the Effective Time, the directors officers of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualifiedbe, as the case may be. From from and after the Effective Time, the officers of the Company immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualifiedqualified or until their earlier death, as resignation or removal in accordance with the case may beSurviving Charter, the Surviving Bylaws and the NCC.
Appears in 1 contract
Samples: Merger Agreement (Lenco Mobile Inc.)
Directors and Officers of the Surviving Corporation. From The directors and officers of Merger Sub as of immediately prior to the Effective Time shall, from and after the Effective Time, the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the their successors shall have been duly elected, appointed or qualified, or until their earlier of their death, resignation or removal or until their respective successors are duly elected and qualified, as the case may be. From and after the Effective Time, the officers of the Company immediately prior to the Effective Time shall be the officers of in accordance with the Surviving Corporation until the earlier Corporation’s certificate of their resignation or removal or until their respective successors are duly elected incorporation and qualified, as the case may bebylaws.
Appears in 1 contract
Samples: Merger Agreement (WillScot Corp)
Directors and Officers of the Surviving Corporation. From and after Unless otherwise agreed by the parties hereto prior to the Effective Time, the directors and officers of Merger Sub immediately prior to the Effective Time shall be become the directors and officers of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. From and immediately after the Effective Time, each to hold such office until their earlier death, resignation or removal, or otherwise in accordance with the officers provisions of the Company immediately prior to the Effective Time shall be the officers certificate of incorporation and bylaws of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may beCorporation.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation Corporation, and they will serve until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. From and after the Effective Time, the The officers of the Company Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation (each such Person holding the same office with respect to the Surviving Corporation as such Person held with the Merger Sub), and they will serve until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. From The directors and officers of Merger Sub, in each case, immediately prior to the Effective Time shall, from and after the Effective Time, the directors of Merger Sub immediately prior to the Effective Time shall be the initial 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 until their respective successors are duly elected in accordance with the articles of incorporation and qualified, as the case may be. From and after the Effective Time, the officers of the Company immediately prior to the Effective Time shall be the officers bylaws of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may beCorporation.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. From and after Immediately prior to the Effective Time, the Company’s directors and officers shall resign, and the directors and officers of Merger Sub Subsidiary immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation until the earlier of their resignation or removal or Corporation, until their respective successors are duly elected and qualifiedqualified or until their earlier death, as resignation or removal in accordance with the case may be. From Articles of Incorporation and after the Effective Time, the officers of the Company immediately prior to the Effective Time shall be the officers Bylaws of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may beCorporation.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. From and after Immediately prior to the Effective Time, the Company's directors shall resign, and the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected Subsidiary and qualified, as the case may be. From and after the Effective Time, the officers of the Company immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation until the earlier of their resignation or removal or Corporation, until their respective successors are duly elected and qualifiedqualified or until their earlier death, as resignation or removal in accordance with the case may beArticles of Incorporation and Bylaws of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Nuvel Holdings, Inc.)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the earlier of their death, resignation or removal or until their respective successors are duly designated or elected and qualified, as the case may be. From and after the Effective Time, 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 and qualifiedor appointed, as the case may be.
Appears in 1 contract
Samples: Merger Agreement (Chattem Inc)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors of Merger Sub immediately prior to the Effective Time shall shall, from and after the Effective Time, be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected Corporation, and qualified, as the case may be. From and after the Effective Time, the officers of the Company immediately prior to the Effective Time shall shall, from and after the Effective Time, be the officers of the Surviving Corporation until the earlier of their resignation or removal or Corporation, in each case, until their respective successors are shall have been duly elected and elected, designated or qualified, as or until their earlier death, resignation or removal in accordance with the case may beSurviving Corporation’s Certificate of Incorporation and Bylaws.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the next annual meeting (or the earlier of their resignation or removal or removal) and until their respective successors are duly elected and qualified, as the case may be. From and after the Effective Time, the The officers of the Company Republic 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 and qualified, as the case may be.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. From and after At the Effective Time, (a) the directors of Merger Sub immediately prior to the Effective Time shall will be the initial directors of the Surviving Corporation until Corporation, and (b) the earlier officers of their resignation or removal or Merger Sub immediately prior to the Effective Time will be the initial officers of the Surviving Corporation, in each case, until their respective successors are duly elected or appointed and qualifiedqualified or until their earlier death, as resignation or removal in accordance with the case may be. From articles of incorporation and after the Effective Time, the officers code of the Company immediately prior to the Effective Time shall be the officers regulations of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may beCorporation.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until Corporation, each to hold office in accordance with the earlier articles of their resignation or removal or until their respective successors are duly elected incorporation and qualifiedbylaws of the Surviving Corporation, as the case may be. From and after the Effective Time, the officers of the Company Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation Corporation, in each case, until the earlier of their death, resignation or removal or until their respective successors are duly elected and qualifiedqualify, as the case may be.
Appears in 1 contract
Samples: Merger Agreement (Ebix Inc)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors of Merger Sub immediately prior to the Effective Time shall shall, from and after the Effective Time, be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected Corporation, and qualified, as the case may be. From and after the Effective Time, the officers of the Company immediately prior to the Effective Time shall shall, from and after the Effective Time, be the officers of the Surviving Corporation until the earlier of their resignation or removal or Corporation, in each case, until their respective successors are shall have been duly elected and elected, designated or qualified, as or until their earlier death, resignation or removal in accordance with the case may beSurviving Corporation's Certificate of Incorporation and Bylaws.
Appears in 1 contract
Samples: Merger Agreement (Stryker Corp)
