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: Agreement and Plan of Merger (Cybex International Inc), Agreement and Plan of Merger (Synergx Systems Inc), Agreement and Plan of Merger (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: Agreement and Plan of Merger (Asensus Surgical, Inc.), Agreement and Plan of Merger (Asensus Surgical, Inc.), Agreement and Plan of Merger (Arena 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 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: Agreement and Plan of Merger (North Pittsburgh Systems Inc), Agreement and Plan of Merger (North Pittsburgh Systems Inc), Agreement and Plan of Merger (Consolidated Communications Holdings, 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: Agreement and Plan of Merger (Allied World Assurance Co Holdings LTD), Agreement and Plan of Merger (Darwin Professional Underwriters Inc), Agreement and Plan of Merger (Alleghany Corp /De)
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: Employment Agreement (National Holdings Corp), Employment Agreement (Vfinance Inc), Agreement and Plan of Merger (Symmetricom 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, 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: Agreement and Plan of Merger (Smtek International Inc), Agreement and Plan of Merger (International Multifoods Corp), Agreement and Plan of Merger (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 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: Agreement and Plan of Merger (Indevus Pharmaceuticals Inc), Agreement and Plan of Merger (Endo Pharmaceuticals Holdings Inc), Agreement and Plan of Merger (Indevus 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: Agreement and Plan of Merger (Chiasma, Inc), Agreement and Plan of Merger (Amryt Pharma PLC), Agreement and Plan of Merger (Morgan Stanley)
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), Agreement and Plan of Merger (Steelcase Inc), Agreement and Plan of Merger (Polyvision Corp)
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.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Teleflex Inc), Agreement and Plan of Merger (Chiquita Brands International Inc), Agreement and Plan of Merger (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 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 qualified in accordance with the case may beSurviving Corporation’s articles of incorporation and bylaws and applicable Law. From and after the Effective Time, the The officers of the Company WRECO 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 qualified in accordance with the case may beSurviving Corporation’s articles of incorporation and bylaws and applicable Law.
Appears in 4 contracts
Samples: Voting Agreement (Weyerhaeuser Real Estate Co), Voting Agreement (Weyerhaeuser Co), Voting Agreement (TRI Pointe Homes, 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 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 4 contracts
Samples: Acquisition Agreement and Plan of Merger (EverBank Financial Corp), Acquisition Agreement and Plan of Merger (EverBank Financial Corp), Agreement and Plan of Merger (McKesson 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), Agreement and Plan of Merger and Reorganization (SRS Labs Inc), Agreement and Plan of Merger and Reorganization (Dts, 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: Agreement and Plan of Merger (Javelin Pharmaceuticals, Inc), Agreement and Plan of Merger (Myriad Pharmaceuticals, Inc.), Agreement and Plan of Merger (Javelin 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 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: Agreement and Plan of Merger (Teva Pharmaceutical Industries LTD), Agreement and Plan of Merger (Nupathe Inc.), Agreement and Plan of Merger (Nupathe 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: Agreement and Plan of Merger (Newell Co), Agreement and Plan of Merger (Rubbermaid Inc), Agreement and Plan of Merger (Royal Appliance Manufacturing Co)
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: Agreement and Plan of Merger (Media General Inc), Agreement and Plan of Merger (Nexstar Broadcasting Group Inc), Agreement and Plan of Merger (Nexstar Broadcasting Group Inc)
Directors and Officers of the Surviving Corporation. From The directors of Merger Sub and those individuals designated by Parent on or prior to the Closing Date 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 shall have been duly elected or removal appointed or qualified or until their respective successors are duly elected and qualifiedearlier death, as the case may be. From and after the Effective Timeresignation, the officers of the Company immediately prior to the Effective Time shall be the officers of or removal in accordance with the Surviving Corporation until the earlier Corporation’s articles of their resignation or removal or until their respective successors are duly elected incorporation and qualified, as the case may beby-laws.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Isco Inc), Agreement and Plan of Merger (Isco Inc), Agreement and Plan of Merger (Benthos 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: Agreement and Plan of Merger (Remark Media, Inc.), Agreement and Plan of Merger (Banks.com, Inc.), Agreement and Plan of Merger (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 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: Agreement and Plan of Merger (Dex Media Inc), Agreement and Plan of Merger (Dex Media West LLC), Agreement and Plan of Merger (R H Donnelley 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 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: Agreement and Plan of Merger (First Consulting Group Inc), Agreement and Plan of Merger (Eagle Test Systems, Inc.), Agreement and Plan of Merger (Teradyne, 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: Agreement and Plan of Merger (Boeing Co), Agreement and Plan of Merger (Spirit AeroSystems Holdings, Inc.), Agreement and Plan of Merger (Boeing Co)
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: Agreement and Plan of Merger (Borgwarner Inc), Agreement and Plan of Merger (Remy International, Inc.), Agreement and Plan of Merger (Drugstore 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 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: Agreement and Plan of Merger (Allergan Inc), Agreement and Plan of Merger (Allergan 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 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: Agreement and Plan of Merger (Solo Texas, LLC), Agreement and Plan of Merger (Sweetheart Holdings Inc \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, 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: Agreement and Plan of Merger (National Atlantic Holdings Corp), Agreement and Plan of Merger (National Atlantic Holdings Corp)
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: Agreement and Plan of Merger (PRA International), Agreement and Plan of Merger (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 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: Agreement and Plan of Merger (Jefferson Pilot Corp), Agreement and Plan of Merger (Lincoln National Corp)
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: Agreement and Plan of Merger (Celgene Corp /De/), Agreement and Plan of Merger (Bristol Myers Squibb 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 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: Agreement and Plan of Merger (Exult Inc), Agreement and Plan of Merger (Hewitt Associates 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 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: Agreement and Plan of Merger (Ingredion Inc), Agreement and Plan of Merger (Penford Corp)
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: Agreement and Plan of Merger (Gerdau Ameristeel Corp), Agreement and Plan of Merger (Chaparral Steel 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, 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: Agreement and Plan of Merger (Bats Global Markets, Inc.), Agreement and Plan of Merger (CBOE 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 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: Agreement and Plan of Merger (Max & Ermas Restaurants Inc), Agreement and Plan of Merger (G&R Acquisition, 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: Agreement and Plan of Merger (McEwen Mining Inc.), Agreement and Plan of Merger (Timberline Resources 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 (JLG Industries Inc), Agreement and Plan of Merger (Oshkosh Truck Corp)
Directors and Officers of the Surviving Corporation. From The directors and officers of the Merger Sub at 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 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 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 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 beCorporation.
Appears in 2 contracts
Samples: Exhibit 99 (Hcia Inc), Agreement and Plan of Merger and Reorganization (Solomon 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 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: Agreement and Plan of Merger (Rent a Center Inc De), Agreement and Plan of Merger (Rainbow Rentals 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: Agreement and Plan of Merger (BridgeBio Pharma, Inc.), Agreement and Plan of Merger (BridgeBio Pharma, Inc.)
Directors and Officers of the Surviving Corporation. From (a) The directors of Merger Corp 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 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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pinnacle Foods Inc.), Agreement and Plan of Merger (Hillshire Brands Co)
Directors and Officers of the Surviving Corporation. From (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 their respective successors are duly elected death and qualified, as the case may be. From due election 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 qualification of their resignation or removal or until their respective successors are duly elected and qualified, as the case may besuccessors.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Petrohawk Energy Corp), Agreement and Plan of Merger (BHP Billiton LTD)
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 directors of the Surviving Corporation 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 Charter and the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may beSurviving Corporation Bylaws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Clearwater Paper Corp), Agreement and Plan of Merger (Cellu Tissue 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 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: Agreement and Plan of Merger (Prospect Medical Holdings Inc), Agreement and Plan of Merger (Inventiv Health 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 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: Agreement and Plan of Merger (Legato Systems Inc), Agreement and Plan of Merger (Otg Software Inc)
Directors and Officers of the Surviving Corporation. From (a) The directors of Merger Sub I 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 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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Health Net Inc), Agreement and Plan of Merger (Centene 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 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: Agreement and Plan of Merger (Performance Food Group Co), Agreement and Plan of Merger (Genesco 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 becertificate of incorporation and bylaws of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (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 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: Agreement and Plan of Merger (Biotime Inc), Agreement and Plan of Merger (Asterias Biotherapeutics, 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: Agreement and Plan of Merger (Audience Inc), Agreement and Plan of Merger (Knowles 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: Agreement and Plan of Merger (Enerflex Ltd.), Agreement and Plan of Merger (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 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: Agreement and Plan of Merger (Middleby Corp), Agreement and Plan of Merger (Turbochef 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 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 1 contract
Samples: Agreement and Plan of Merger (Eddie Bauer Holdings, Inc.)
Directors and Officers of the Surviving Corporation. From and after the Merger Effective Time, 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, 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 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 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
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 beby-laws.
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, resignation or removal in accordance with the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, in each case, as the case may bebe amended from time to time.
Appears in 1 contract
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 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 qualifiedwill, 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 Merger Sub immediately prior to the Effective Time shall will, from and after the Effective Time, 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 and elected, designated or qualified, as or until their earlier death, disqualification, resignation or removal in accordance with the case may beSurviving Corporation’s Organizational Documents.
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 DGCL and qualified, as the case may be.Surviving Corporation’s Certificate of Incorporation and By-Laws. BACK
Appears in 1 contract
Samples: Agreement and Plan of Merger (Burlington Coat Factory Warehouse Corp)
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
Samples: Agreement and Plan of Merger (Surgery Partners, 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
Directors and Officers of the Surviving Corporation. From and after the Effective Time, The parties shall take all requisite action so that the directors of the 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 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 initial officers of the Surviving Corporation, in each case to hold office in accordance with the term of office set forth in 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 or appointed and qualifiedqualified or until their earlier death, as the case may beresignation or removal.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Regal Entertainment Group)
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 become, from and after the Effective Time, the directors 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. The officers of the case may Company immediately before the Effective Time shall 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 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 beSurviving Corporation’s Certificate of Formation and by-laws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Edelman Financial Group 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 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 1 contract
Directors and Officers of the Surviving Corporation. From The directors and officers 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 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 and qualified, as in accordance with the case may be. From and after the Effective TimeDGCL, the officers certificate of incorporation and 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 Unless otherwise agreed or directed in writing by the Effective TimePurchaser, 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 directors of the Surviving Corporation Corporation; provided that the President and Chief Executive Officer of AmerUs shall be a director of the Surviving 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 AmerUs 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 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 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 be.Bylaws. ARTICLE II
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 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 By-Laws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Adaptimmune Therapeutics PLC)
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
Samples: Agreement and Plan of Merger (Koppers 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 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 1 contract
Samples: Agreement and Plan of Merger (COHOES FASHIONS of CRANSTON, 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
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 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 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
Samples: Agreement of Merger (Sohu Com 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 The directors and officers of Merger Sub at 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 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 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 articles 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: Agreement and Plan of Merger (Boardwalk Casino Inc)
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
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
Samples: Agreement and Plan of Merger (International Seaways, 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: Agreement and Plan of Merger (Advance America, Cash Advance Centers, 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
Samples: Agreement and Plan of Merger (Hewitt Associates Inc)
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 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
Samples: Agreement and Plan of Merger (Republic Companies Group, 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 immediately after the Effective Time, each to hold the office in accordance with the provisions of the Certificate of Incorporation and bylaws of the Surviving Corporation until their successors are duly elected or appointed and qualified or their earlier death, resignation or removal. The officers of the Company Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation until immediately after the earlier Effective Time, each to hold office in accordance with the bylaws of their resignation or removal or until their respective successors are duly elected and qualified, as the case may beSurviving Corporation.
Appears in 1 contract
Samples: Note Cancellation Agreement (Live Current Media Inc.)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the directors of Merger Sub SPV 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 1 contract
Samples: Agreement and Plan of Merger (Marlborough Software Development Holdings 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 CCC.
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 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 by-laws.
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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 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.
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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 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.
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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 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
Samples: Agreement and Plan of Merger (Jones Lang Lasalle Inc)
Directors and Officers of the Surviving Corporation. From and after (a) At the Effective Time, by virtue of the Merger, the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until immediately after the earlier Effective Time, each to hold office in accordance with the certificate of their resignation or removal or incorporation and bylaws of the Surviving Corporation 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 1 contract
Samples: Agreement and Plan of Merger (Communications Sales & Leasing, 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 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 becertificate of incorporation and bylaws of the Surviving Corporation. From and after the Effective Time, the (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: Agreement and Plan of Merger (Schweitzer Mauduit International 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 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 and the earlier directors of their resignation or removal or Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, in each case, until their respective successors are duly elected and qualified, as the case may be.
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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 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 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
Samples: Agreement and Plan of Merger (Omnova Solutions 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 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
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 to hold office in accordance with the 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 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 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 be.
Appears in 1 contract
Samples: Agreement and Plan of Merger (First Majestic Silver Corp)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors of Merger Sub immediately prior to as of the Effective Time shall be serve as the directors of the Surviving Corporation until the earlier of their death, resignation or removal or otherwise ceasing to be a director or until their respective successors are duly elected or appointed and qualified, as . The Persons designated by the case may be. From and after the Effective Time, the officers board of the Company immediately directors of Merger Sub prior to the Effective Time shall be serve as the officers of the Surviving Corporation until the earlier of their death, resignation or removal or otherwise ceasing to be an officer or until their respective successors are duly elected or appointed and qualified, as the case may be.
Appears in 1 contract
Samples: Agreement and Plan of Merger (American Oil & Gas 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 Corporation, each to hold office in accordance with the earlier certificate 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: Agreement and Plan of Merger (Valeant Pharmaceuticals International)
