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

Directors and Officers of the Surviving Corporation. From and after the Effective Time, the directors and officers of the Surviving Company shall be the persons who were directors and officers of the Company immediately prior to the Effective Time, respectively. These directors and officers of the Surviving Company shall hold office for the term specified in, and subject to the provisions contained in, the certificate of incorporation and bylaws of the Surviving Company and applicable law.

Appears in 5 contracts

Samples: Merger Agreement (Kura Oncology, Inc.), Merger Agreement (Oneida Resources Corp.), Merger Agreement (Bering Growth CORP)

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Directors and Officers of the Surviving Corporation. From and after The directors of the Company immediately prior to the Effective Time, Time shall be the directors and officers of the Surviving Company shall be Corporation, each to hold office in accordance with the persons who were directors charter and bylaws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time, respectively. These directors and Time shall be the officers of the Surviving Company shall hold office for the term specified inCorporation, in each case until their respective successors are duly elected or appointed and subject to the provisions contained in, the certificate of incorporation and bylaws of the Surviving Company and applicable lawqualified.

Appears in 4 contracts

Samples: Merger Agreement (Crown Central Petroleum Corp /Md/), Merger Agreement (Crown Central Petroleum Corp /Md/), Merger Agreement (Rosemore Inc)

Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The --------------------------------------------------- directors and officers of the Surviving Company shall be Purchaser and the persons who were directors and officers of the Company immediately prior to the Effective Time shall, from and after the Effective Time, respectively. These be the directors and officers officers, respectively, of the Surviving Company Corporation until their successors shall hold office for have been duly elected or appointed or qualified or until their earlier death, resignation or removal in accordance with the term specified in, and subject to the provisions contained in, the Surviving Corporation's certificate of incorporation and bylaws of the Surviving Company and applicable lawbylaws.

Appears in 4 contracts

Samples: Merger Agreement (Emusic Com Inc), Merger Agreement (Emusic Com Inc), Merger Agreement (Xtra Corp /De/)

Directors and Officers of the Surviving Corporation. From The directors and after officers of the Company in office immediately prior to the Effective Time, Time shall be the directors and officers of the Surviving Company Corporation and shall be hold office until their successors shall have been duly elected or appointed or qualified or until their earlier death, resignation or removal in accordance with the persons who were directors Certificate of Incorporation and officers of the Company immediately prior to the Effective Time, respectively. These directors and officers Bylaws of the Surviving Company shall hold office for the term specified in, and subject to the provisions contained in, the certificate of incorporation and bylaws of the Surviving Company and applicable lawCorporation.

Appears in 3 contracts

Samples: Merger Agreement (K N Energy Inc), Merger Agreement (Kinder Richard D), Merger Agreement (Morgan Associates Inc)

Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors and officers of the Surviving Company shall be the persons who were directors and officers of the Company Purchaser immediately prior to the Effective TimeTime shall be the directors and officers, respectively. These directors and officers , of the Surviving Company shall hold office for the term specified inCorporation until their respective successors are duly elected or appointed and qualified or their earlier death, and subject to the provisions contained in, resignation or removal in accordance with the certificate of incorporation and bylaws by-laws of the Surviving Company and applicable lawCorporation.

Appears in 2 contracts

Samples: Merger Agreement (FFG Merger Corporation, Inc), Merger Agreement (Technology Flavors & Fragrances Inc)

Directors and Officers of the Surviving Corporation. From The directors of the Purchaser and the officers of the Company at the Effective Time shall, from and after the Effective Time, be the directors and officers officers, respectively, of the Surviving Company Corporation until their successors shall be have been duly elected or appointed or qualified or until their earlier death, resignation or removal in accordance with the persons who were directors Charter and officers of the Company immediately prior to the Effective Time, respectively. These directors and officers of the Surviving Company shall hold office for the term specified in, and subject to the provisions contained in, the certificate of incorporation and bylaws of the Surviving Company and applicable lawBy-laws.

Appears in 2 contracts

Samples: Merger Agreement (Riddell Sports Inc), Merger Agreement (Varsity Spirit Corporation)

Directors and Officers of the Surviving Corporation. From and after the Effective Time, the directors and officers of the Surviving Company shall be the persons who were The directors and officers of the Company immediately prior to the Effective Time, respectively. These Time shall be the directors and officers of the Surviving Company shall hold office for the term specified in, Corporation until thereafter amended in accordance with their terms and subject to the provisions contained in, the certificate of incorporation and bylaws of the Surviving Company and as provided by applicable law.

Appears in 2 contracts

Samples: Merger Agreement (Graham Packaging Holdings Co), Merger Agreement (Graham Packaging Holdings Co)

Directors and Officers of the Surviving Corporation. From and after the Effective Time, the directors and officers of the Surviving Company Corporation shall be consist of the persons who were directors and officers of the Company Acquisition Sub serving immediately prior to the Effective Time, respectively. These directors and officers of the Surviving Company shall each to hold office for the term specified in, and subject to the provisions contained in, in accordance with the certificate of incorporation and bylaws of the Surviving Company Corporation until their respective successors are duly elected or appointed and applicable lawqualified.

Appears in 2 contracts

Samples: Merger Agreement (Northeast Pennsylvania Financial Corp), Merger Agreement (Security of Pennsylvania Financial Corp)

Directors and Officers of the Surviving Corporation. From and after the Effective Time, the directors and officers of the Surviving Company shall be the persons who were directors and officers of the Company FGH immediately prior to the Effective Time, respectively. These directors and officers of the Surviving Company shall hold office for the term specified in, and subject to the provisions contained in, the certificate Certificate of incorporation Formation and bylaws Bylaws of the Surviving Company and applicable law.

Appears in 2 contracts

Samples: Merger Agreement (Financial Gravity Companies, Inc.), Merger Agreement (PACIFIC OIL Co)

Directors and Officers of the Surviving Corporation. From The directors of Purchaser and after the Effective Time, the directors and officers of the Surviving Company shall be the persons who were directors and officers of the Company Company, respectively, immediately prior to the Effective TimeTime shall be the directors and officers, respectively. These directors and officers , of the Surviving Company shall hold office for the term specified inCorporation until their respective successors are duly elected or appointed and qualified or their earlier death, and subject to the provisions contained in, resignation or removal in accordance with the certificate of incorporation and bylaws by-laws of the Surviving Company and applicable lawCorporation.

Appears in 2 contracts

Samples: Merger Agreement (Gmi Merger Corp), Merger Agreement (Guilford Mills Inc)

Directors and Officers of the Surviving Corporation. From The directors of the Purchaser and the officers of the Company at the Effective Time shall, from and after the Effective Time, be the directors and officers officers, respectively, of the Surviving Company Corporation until their successors shall be have been duly elected or appointed or qualified or until their earlier death, resignation or removal in accordance with the persons who were directors Certificate of Incorporation and officers of the Company immediately prior to the Effective Time, respectively. These directors and officers of the Surviving Company shall hold office for the term specified in, and subject to the provisions contained in, the certificate of incorporation and bylaws of the Surviving Company and applicable lawBy-laws.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Honeywell International Inc), Merger Agreement (Measurex Corp /De/)

Directors and Officers of the Surviving Corporation. From The directors of the Purchaser and the officers of the Company at the Effective Time shall, from and after the Effective Time, be the directors and officers officers, respectively, of the Surviving Company Corporation until their successors shall be have been duly elected or appointed or qualified or until their earlier death, resignation or removal in accordance with the persons who were directors Certificate and officers of the Company immediately prior to the Effective Time, respectively. These directors and officers of the Surviving Company shall hold office for the term specified in, and subject to the provisions contained in, the certificate of incorporation and bylaws of the Surviving Company and applicable lawBy-Laws.

Appears in 2 contracts

Samples: Merger Agreement (American Medserve Corp), Merger Agreement (Omnicare Inc)

Directors and Officers of the Surviving Corporation. From The directors of the Company at the Effective Time shall, from and after the Effective Time, be the directors and officers of the Surviving Company Corporation until their successors shall be the persons who were directors have been duly elected and officers of the Company immediately prior to the Effective Timequalified or until their earlier death, respectively. These directors and officers of resignation or removal in accordance with the Surviving Company shall hold office for the term specified in, and subject to the provisions contained in, the certificate of incorporation and bylaws of the Surviving Company and applicable law.Corporation's

Appears in 1 contract

Samples: Merger Agreement (Fortress Investment Corp)

Directors and Officers of the Surviving Corporation. From and after the Effective Time, the directors and the officers of the Surviving Company Corporation shall be the those persons who were directors and officers of as designated by the Company immediately prior to the Effective Time, respectivelyClosing. These The directors and officers of the Surviving Company Corporation shall hold office for the term specified in, and subject to the provisions contained in, the certificate of incorporation and bylaws of the Surviving Company Corporation’s Organizational Documents and applicable lawLaw.

Appears in 1 contract

Samples: Merger Agreement (Keen Vision Acquisition Corp.)

Directors and Officers of the Surviving Corporation. From On and after the Effective TimeDate, the directors and officers of the Surviving Company Corporation shall continue to be the persons who were directors and officers of the Company immediately prior to the Effective Time, respectively. These directors and officers of the Surviving Company shall hold office for Corporation until their respective successors are duly elected or appointed and qualified in the term specified in, and subject to manner provided in the provisions contained in, the certificate Articles of incorporation and bylaws Incorporation or By-Laws of the Surviving Company and applicable Corporation or as otherwise provided by law.

Appears in 1 contract

Samples: Merger Agreement (Dynamic Health Products Inc)

Directors and Officers of the Surviving Corporation. From The directors and officers of the Surviving Corporation, from and after the Effective Time, the directors and officers of the Surviving Company shall be the persons who were current directors and officers of the Company immediately prior to the Effective Timeuntil their successors shall have been duly elected or appointed and qualified or until their earlier death, respectively. These directors and officers of resignation or removal in accordance with the Surviving Company shall hold office for the term specified in, Corporation's Articles of Incorporation and subject to the provisions contained in, the certificate of incorporation and bylaws of the Surviving Company and applicable lawBylaws.

Appears in 1 contract

Samples: Merger Agreement (Riscorp Inc)

Directors and Officers of the Surviving Corporation. From The officers and after the Effective Time, the board of directors and officers of the Surviving Company Corporation shall be the persons who were officers and directors and officers of the Company as in office immediately prior to the Effective Time, respectively. These directors Time and officers of the Surviving Company shall hold continue in office for the term specified in, and subject to the provisions contained in, the certificate of incorporation and bylaws of the Surviving Company and applicable lawtheir current terms in accordance with Bylaws.

Appears in 1 contract

Samples: Merger Agreement (PSAV, Inc.)

Directors and Officers of the Surviving Corporation. From and after the Effective Time, the directors and officers of the Surviving Company shall be the persons who were directors and officers of the Company Priveco immediately prior to the Effective Time, respectively. These directors and officers of the Surviving Company shall hold office for the term specified in, and subject to the provisions contained in, the certificate of incorporation and bylaws of the Surviving Company and applicable law.

Appears in 1 contract

Samples: Merger Agreement (Tierra Grande Resources Inc.)

Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors and officers of Acquisition at the Surviving Company Effective Time shall be the persons who were directors and officers of the Company immediately prior to the Effective Timeofficers, respectively. These directors and officers , of the Surviving Company shall hold office for Corporation, until the term specified in, earlier of their resignation or removal or until their successors are duly elected and subject to the provisions contained in, the certificate of incorporation and bylaws of the Surviving Company and applicable lawqualified.

Appears in 1 contract

Samples: Merger Agreement (Eagle Picher Technologies LLC)

Directors and Officers of the Surviving Corporation. From The directors and officers of Purchaser at the Effective Time shall, from and after the Effective Time, be the directors and officers officers, respectively, of the Surviving Company Corporation until their successors shall be the persons who were directors and officers of the Company immediately prior to the Effective Timehave been duly elected or appointed or qualified or until their earlier death, respectively. These directors and officers of resignation or removal in accordance with the Surviving Company shall hold office for the term specified in, and subject to the provisions contained in, the Corporation's certificate of incorporation and bylaws of the Surviving Company and applicable lawbylaws.

Appears in 1 contract

Samples: Merger Agreement (Bell Industries Inc)

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Directors and Officers of the Surviving Corporation. From and after The individuals who are the Effective Time, the directors and officers of the Surviving Company shall be the persons who were directors and officers of the Company immediately prior to the Effective TimeTime shall be the directors and officers, respectively. These directors and officers , of the Surviving Company shall hold office for Corporation until thereafter they cease to be directors and officers, respectively, in accordance with the term specified in, DGCL and subject to the provisions contained in, the certificate Certificate of incorporation Incorporation and bylaws Bylaws of the Surviving Company and applicable lawCorporation.

Appears in 1 contract

Samples: Merger Agreement (BTHC VI Inc)

Directors and Officers of the Surviving Corporation. From and after the Effective Time, the directors and officers of the Surviving Company shall be the persons who were directors and officers of the Company Halo immediately prior to the Effective Time, respectively. These directors and officers of the Surviving Company shall hold office for the term specified in, and subject to the provisions contained in, the certificate Certificate of incorporation Formation and bylaws Bylaws of the Surviving Company and applicable law.

Appears in 1 contract

Samples: Merger Agreement (GVC Venture Corp)

Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors and officers of the Surviving Company shall be and the persons who were directors and officers of the Company immediately prior to the Effective Time shall, from and after the Effective Time, respectively. These be the directors and officers officers, respectively, of the Surviving Company Corporation until their successors shall hold office for the term specified inhave been duly elected or appointed and qualified or until their earlier death, and subject to the provisions contained in, the certificate of incorporation and bylaws of resignation or removal in accordance with the Surviving Company Corporation’s Articles of Incorporation and applicable lawBylaws.

Appears in 1 contract

Samples: Merger Agreement (Cascade Technologies Corp)

Directors and Officers of the Surviving Corporation. From and after The directors of the Company immediately prior to the Effective Time, Time shall be the initial directors and officers of the Surviving Company shall be Corporation, each to hold office in accordance with the persons who were directors Articles of Incorporation and Bylaws of the Surviving Corporation. The officers of the Company immediately prior to the Effective Time, respectively. These directors and Time shall be the initial officers of the Surviving Company shall Corporation, each to hold office for in accordance with the term specified in, Articles of Incorporation and subject to the provisions contained in, the certificate of incorporation and bylaws Bylaws of the Surviving Company and applicable lawCorporation.

Appears in 1 contract

Samples: Merger Agreement (Synthetic Turf Corp of America)

Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors and officers of the Surviving Company shall be the persons who were directors and officers of the Company Xxxxxx Sub immediately prior to the Effective TimeTime shall be the initial directors and officers, respectively. These directors and officers , of the Surviving Company shall Corporation, each to hold office for the term specified in, and subject to the provisions contained in, in accordance with the certificate of incorporation and bylaws of the Surviving Company and applicable lawCorporation.

Appears in 1 contract

Samples: Merger Agreement (Home Depot, Inc.)

Directors and Officers of the Surviving Corporation. From and after the Effective Time, the directors and officers of the Surviving Company shall be the persons who were directors and officers of the Company Velcera immediately prior to the Effective Time, respectively. These directors and officers of the Surviving Company shall hold office for the term specified in, and subject to the provisions contained in, the certificate Certificate of incorporation Incorporation and bylaws Bylaws of the Surviving Company and applicable law.

Appears in 1 contract

Samples: Merger Agreement (Denali Sciences, Inc.)

Directors and Officers of the Surviving Corporation. From and after The directors of the Company immediately prior to the Effective Time, Time shall be the initial directors and officers of the Surviving Company Corporation, each to hold office in accordance with the articles of incorporation and by-laws of the Surviving Corporation. Xxxxxxx Xxxx shall be the persons who were directors Chief Executive Office and President and the other officers of the Company immediately prior to the Effective Time, respectively. These directors and Time shall continue as officers of the Surviving Company shall hold office for Corporation, in each case until their respective successors are duly elected or appointed, as the term specified incase may be, and subject to the provisions contained in, the certificate of incorporation and bylaws of the Surviving Company and applicable lawqualified.

Appears in 1 contract

Samples: Merger Agreement (U S Digital Communications Inc)

Directors and Officers of the Surviving Corporation. From and after the Effective Time, the directors and officers of the Surviving Company Corporation shall be consist of the persons who were directors and officers of the Company Merger Sub serving immediately prior to the Effective Time, respectively. These directors and officers of the Surviving Company shall each to hold office for the term specified in, and subject to the provisions contained in, in accordance with the certificate of incorporation and bylaws of the Surviving Company Corporation until their respective successors are duly elected or appointed and applicable lawqualified.

Appears in 1 contract

Samples: Merger Agreement (First Lancaster Bancshares Inc)

Directors and Officers of the Surviving Corporation. From The officers and after the Effective Time, the directors and officers of the Surviving Company shall be the persons who were directors and officers of the Company immediately prior to before the Effective Time, respectively. These Time shall be the officers and directors and officers of the Surviving Company shall Corporation, each to hold office for in accordance with the term specified in, Articles of Incorporation and subject to the provisions contained in, the certificate of incorporation and bylaws Bylaws of the Surviving Company and applicable lawCorporation.

Appears in 1 contract

Samples: Merger Agreement (Industrial Holdings Inc)

Directors and Officers of the Surviving Corporation. From and after the Effective Time, the directors and officers of the Surviving Company shall be the persons who were The directors and officers of the Company immediately prior to the Effective Time, respectively. These Time shall become the respective directors and officers of the Surviving Company Corporation, who shall hold office for the term specified in, serve in accordance with applicable law and subject to the provisions contained in, the certificate of incorporation until their respective successors are duly qualified and bylaws of the Surviving Company and applicable lawelected.

Appears in 1 contract

Samples: Merger Agreement (Pharmaceutical Resources Inc)

Directors and Officers of the Surviving Corporation. From and after the Effective Time, (i) the directors and officers of the Company immediately prior to the Effective Time shall be the directors of the Surviving Company shall be Company, each such director to hold office in accordance with the persons who were directors Surviving Company’s Organizational Documents, and (ii) the officers of the Company immediately prior to the Effective Time, respectively. These directors and Time shall be the officers of the Surviving Company shall Company, each such officer to hold office for the term specified in, and subject to the provisions contained in, the certificate of incorporation and bylaws of in accordance with the Surviving Company and applicable lawCompany’s Organizational Documents.

Appears in 1 contract

Samples: Merger Agreement (Malacca Straits Acquisition Co LTD)

Directors and Officers of the Surviving Corporation. From Subject to Section 7.19, the directors of the Company at the Effective Time shall, from and after the Effective Time, be the initial directors of the Surviving Corporation. The officers of the Company at the Effective Time shall, from and after the Effective Time, be the initial officers of the Surviving Company shall be the persons who were Corporation. Such directors and officers of the Company immediately prior to the Effective Timeshall serve until their successors have been duly elected or appointed and qualified or until their earlier death, respectively. These directors and officers of resignation or removal in accordance with the Surviving Company shall hold office for the term specified in, and subject to the provisions contained in, the Corporation's certificate of incorporation and bylaws of the Surviving Company and applicable lawbylaws.

Appears in 1 contract

Samples: Merger Agreement (Fairpoint Communications Inc)

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