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

Directors and Officers of the Surviving Corporation. The directors and officers of Merger Sub immediately prior to the Effective Time shall serve as the initial directors and officers of the Surviving Corporation, until their respective successors are duly elected or appointed and qualified.

Appears in 16 contracts

Samples: Merger Agreement (Endwave Corp), Merger Agreement (GigOptix, Inc.), Merger Agreement (Secure Computing Corp)

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Directors and Officers of the Surviving Corporation. The directors and officers of Merger Sub immediately prior to the Effective Time shall serve will be the directors of the Surviving Corporation, until the earlier of their death, resignation or removal or until their respective successors are duly elected and qualified, as the initial directors and case may be. The officers of the Company immediately prior to the Effective Time will 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 9 contracts

Samples: Agreement and Plan of Merger (Spartech Corp), Merger Agreement (Polyone Corp), Merger Agreement (Arch Coal Inc)

Directors and Officers of the Surviving Corporation. The 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, and the officers of Merger Sub immediately prior to the Effective Time shall serve as be the initial directors and officers of the Surviving Corporation, in each case, until their respective successors are duly elected or appointed and qualified, or until the earlier of their death, resignation, or removal.

Appears in 8 contracts

Samples: Merger Agreement (Nevada Gold & Casinos Inc), Merger Agreement (Layne Christensen Co), Merger Agreement (Granite Construction Inc)

Directors and Officers of the Surviving Corporation. 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 Articles of Incorporation and Bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall serve as be the initial directors and officers of the Surviving Corporation, until their respective successors are duly elected or appointed each to hold office in accordance with the Articles of Incorporation and qualifiedBylaws of the Surviving Corporation.

Appears in 8 contracts

Samples: Merger Agreement (Quincy Energy Corp), Merger Agreement (Showboat Inc), Merger Agreement (Harrahs Entertainment Inc)

Directors and Officers of the Surviving Corporation. The directors and officers of Merger Sub immediately prior to before the Effective Time shall serve as will be the initial directors of the Surviving Corporation and the officers of the Company immediately before the Effective Time will be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualifiedqualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and the by-laws of the Surviving Corporation.

Appears in 6 contracts

Samples: Stock Purchase Agreement (Platform Specialty Products Corp), Merger Agreement (Westlake Chemical Corp), Merger Agreement (Axiall Corp/De/)

Directors and Officers of the Surviving Corporation. The directors and officers of Merger Sub Subsidiary immediately prior to the Effective Time shall serve as be the initial directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and by-laws of the Surviving Corporation, and the officers of Merger Subsidiary immediately prior to the Effective Time shall 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, resignation or removal.

Appears in 6 contracts

Samples: Merger Agreement (Noble Energy Inc), Merger Agreement (Noble Energy Inc), Merger Agreement (Anadarko Petroleum Corp)

Directors and Officers of the Surviving Corporation. The directors and officers of Merger Sub immediately prior to the Effective Time shall serve as the initial directors and officers of the Surviving Corporation, until their respective successors are duly elected or appointed and qualified.

Appears in 6 contracts

Samples: Merger Agreement (Triple-S Management Corp), Merger Agreement (Micromuse Inc), Merger Agreement (Mobile Storage Group Inc)

Directors and Officers of the Surviving Corporation. The directors and officers of Merger Sub immediately prior to the Effective Time shall serve as be the initial directors and officers of the Surviving Corporation, Corporation until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may be. 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 designated, as the case may be.

Appears in 6 contracts

Samples: Merger Agreement (Endo Pharmaceuticals Holdings Inc), Merger Agreement (Perceptive Advisors LLC), Merger Agreement (Penwest Pharmaceuticals Co)

Directors and Officers of the Surviving Corporation. The From and after the Effective Time, the directors and officers of Merger Sub immediately prior to the Effective Time shall serve as be the initial directors and officers of the Surviving Corporation, and such directors and officers shall serve until their respective successors are have been duly elected or appointed and qualifiedqualified or until their death, resignation or removal in accordance with the Organizational Documents of the Surviving Corporation.

Appears in 5 contracts

Samples: Merger Agreement (Ellington Financial Inc.), Merger Agreement (Arlington Asset Investment Corp.), Merger Agreement (Ellington Financial Inc.)

Directors and Officers of the Surviving Corporation. The directors and officers of Merger Sub immediately prior to the Effective Time shall serve as be the initial directors and officers officers, respectively, of the Surviving Corporation, until their respective successors are duly elected or appointed each to hold office in accordance with the certificate of incorporation and qualifiedbylaws of the Surviving Corporation.

Appears in 4 contracts

Samples: Merger Agreement (Sonoco Products Co), Merger Agreement (Nextera Energy Inc), Merger Agreement (GP Investments Acquisition Corp.)

Directors and Officers of the Surviving Corporation. The directors and officers of Merger Sub immediately prior to the Effective Time shall serve as be the initial directors and officers of the Surviving Corporation, Corporation and shall hold office from the Effective Time until their respective successors are duly elected or appointed and qualifiedqualified in the manner provided in the Bylaws of the Surviving Corporation or as otherwise provided by law.

Appears in 4 contracts

Samples: Merger Agreement (Alexander & Baldwin, Inc.), Merger Agreement (Ashland Inc.), Merger Agreement (Alexander & Baldwin Inc)

Directors and Officers of the Surviving Corporation. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and the officers of Merger Sub immediately prior to the Effective Time shall serve as be the initial directors and officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualifiedqualified or until the earlier of their death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.

Appears in 4 contracts

Samples: Merger Agreement (Nordson Corp), Merger Agreement (Nordson Corp), Merger Agreement (Nordson Corp)

Directors and Officers of the Surviving Corporation. The directors and officers of Merger Sub immediately prior to the Effective Time shall serve as be the initial directors and officers of the Surviving Corporation, Corporation until their respective successors are duly appointed or elected or appointed and qualifiedin accordance with applicable law.

Appears in 4 contracts

Samples: Merger Agreement (Advanced Energy Industries Inc), Agreement and Plan of Reorganization (Engineering Measurements Co), Agreement and Plan of Reorganization (Advanced Energy Industries Inc)

Directors and Officers of the Surviving Corporation. The directors and officers of Merger Sub and the officers of the Company immediately prior to the Effective Time shall serve as be the initial directors and officers of the Surviving Corporation, Corporation until their respective successors are shall be duly elected and qualified or appointed and qualifiedappointed.

Appears in 3 contracts

Samples: Merger Agreement (Alcide Corp), Merger Agreement (Corillian Corp), Merger Agreement (Intelidata Technologies Corp)

Directors and Officers of the Surviving Corporation. (a) The directors and officers of Merger Sub immediately prior to the Effective Time shall serve as 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. (b) The officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, until their respective successors are duly elected or appointed each to hold office in accordance with the Certificate of Incorporation and qualifiedBylaws of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (@Road, Inc), Merger Agreement (Trimble Navigation LTD /Ca/)

Directors and Officers of the Surviving Corporation. 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 charter and bylaws of the Surviving Corporation and Applicable Law. The officers of Merger Sub immediately prior to the Effective Time shall serve as be the initial directors and officers of the Surviving Corporation, until their respective successors are duly elected or appointed each to hold office in accordance with the charter and qualifiedbylaws of the Surviving Corporation and Applicable Law.

Appears in 2 contracts

Samples: Merger Agreement (King Pharmaceuticals Inc), Merger Agreement (Mylan Laboratories Inc)

Directors and Officers of the Surviving Corporation. The directors and officers of Merger Sub immediately prior to the Effective Time shall serve as the initial directors and officers of the Surviving Corporation, Corporation until their respective successors are duly elected or appointed and qualified.

Appears in 2 contracts

Samples: Merger Agreement (HPL Technologies Inc), Merger Agreement (HPL Technologies Inc)

Directors and Officers of the Surviving Corporation. The directors and officers of Merger Sub immediately prior to the Effective Time shall serve as become the initial directors and officers of the Surviving Corporation immediately after the Effective Time, each to hold such office in accordance with the provisions of the certificate of incorporation and bylaws of the Surviving Corporation, until their respective successors are duly elected or appointed and qualified.

Appears in 2 contracts

Samples: Merger Agreement (Evolent Health, Inc.), Merger Agreement (Mitek Systems Inc)

Directors and Officers of the Surviving Corporation. The directors and officers of Merger Sub immediately prior to the Effective Time shall serve as be the initial directors and officers of the Surviving Corporation, Corporation as of the Effective Time and until their respective successors are duly appointed or elected or appointed and qualifiedin accordance with applicable Law.

Appears in 2 contracts

Samples: Merger Agreement (Collins & Aikman Corp), Merger Agreement (McCallum Elkin)

Directors and Officers of the Surviving Corporation. The directors and of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall serve as be the initial directors and officers of the Surviving Corporation, . Such directors and officers shall serve 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 Organizational Documents of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Arch Resources, Inc.), Merger Agreement (CONSOL Energy Inc.)

Directors and Officers of the Surviving Corporation. The directors and officers of the Surviving Corporation immediately after the Merger shall be the directors and officers of Merger Sub immediately prior to the Effective Time Time, each of whom shall serve until such time as the initial directors and officers of the Surviving Corporation, until their respective successors are his or her successor is duly elected or appointed and qualified.

Appears in 2 contracts

Samples: Merger Agreement (Td Banknorth Inc.), Merger Agreement (Interchange Financial Services Corp /Nj/)

Directors and Officers of the Surviving Corporation. (a) The directors and officers of Merger Sub immediately prior to the Effective Time shall serve as be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation. (b) The officers of the Company immediately prior to the Effective Time shall 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, resignation or approval.

Appears in 2 contracts

Samples: Merger Agreement (Kaye Group Inc), Merger Agreement (Hub International LTD)

Directors and Officers of the Surviving Corporation. The directors and officers of Merger Sub immediately prior to the Effective Time shall serve as from and after the initial Effective Time be the directors and officers officers, respectively, of the Surviving Corporation, until their respective successors are duly elected or appointed each to hold office in accordance with the certificate of incorporation and qualifiedbylaws of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Patterson Companies, Inc.), Merger Agreement (Science Applications International Corp)

Directors and Officers of the Surviving Corporation. The At the Effective Time, the directors and officers of Merger Sub as of immediately prior to the Effective Time shall serve as the initial directors and officers of the Surviving Corporation, and such directors and officers shall hold office until their respective successors are duly elected or appointed and qualifiedqualified in accordance with and subject to applicable Law and the certificate of incorporation and bylaws of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Vericity, Inc.), Merger Agreement (Vericity, Inc.)

Directors and Officers of the Surviving Corporation. The directors and officers of the Merger Sub immediately prior to at the Effective Time shall serve as shall, from and after the initial Effective Time, be the directors and officers officers, respectively, of the Surviving Corporation until their successors shall have been duly elected or appointed or qualified or until their earlier death, resignation or removal in accordance with the articles of incorporation and the by-laws of the Surviving Corporation, until their respective successors are duly elected or appointed and qualified.

Appears in 2 contracts

Samples: Merger Agreement (Hcia Inc), Merger Agreement (Solomon Technologies Inc)

Directors and Officers of the Surviving Corporation. The directors and officers of Merger Sub Subsidiary immediately prior to the Effective Time shall serve as will be the initial directors and officers officers, respectively, of the Surviving Corporation, Corporation until their respective successors are duly elected or appointed and qualified.

Appears in 2 contracts

Samples: Merger Agreement (Entreport Corp), Merger Agreement (Entreport Corp)

Directors and Officers of the Surviving Corporation. The directors and officers of the Merger Sub immediately prior to shall, from and after the Effective Time shall serve as Time, be the initial directors and officers of the Surviving Corporation, Corporation until their respective successors are duly elected or appointed and qualified. The officers of the Merger Sub shall, from and after the Effective Time, be the officers of the Surviving Corporation until their respective successors are duly appointed.

Appears in 2 contracts

Samples: Merger Agreement (Commscope Inc), Merger Agreement (Andrew Corp)

Directors and Officers of the Surviving Corporation. The directors of Merger Sub immediately before the Effective Time will be the initial directors of the Surviving Corporation and the officers of Merger Sub immediately prior to before the Effective Time shall serve as will be the initial directors and officers of the Surviving 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 Articles of Incorporation and the Code of Regulations of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Lamson & Sessions Co), Merger Agreement (Thomas & Betts Corp)

Directors and Officers of the Surviving Corporation. The directors and officers of Merger Sub immediately prior to the Effective Time shall serve as be the initial directors and officers of the Surviving Corporation, until their respective successors are duly elected or appointed 1 each to hold office in accordance with the certificate of incorporation and qualifiedbylaws of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Rsa Security Inc/De/)

Directors and Officers of the Surviving Corporation. The directors and officers of Merger Sub immediately prior to the Effective Time shall serve as become the initial directors and officers of the Surviving CorporationCorporation immediately after the Effective Time, until their respective successors are duly elected or appointed each to hold such office in accordance with the provisions of the certificate of incorporation and qualifiedbylaws of the Surviving Company.

Appears in 1 contract

Samples: Merger Agreement (TreeHouse Foods, Inc.)

Directors and Officers of the Surviving Corporation. 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 By-laws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall serve as be the initial directors and officers of the Surviving Corporation, until their respective successors are duly elected or appointed each to hold office in accordance with the Certificate of Incorporation and qualifiedthe By-laws of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (United Technologies Corp /De/)

Directors and Officers of the Surviving Corporation. The directors and officers of Merger Sub immediately prior to the Effective Time shall serve as be the initial directors and officers of Havexxxxxx, xx the Surviving Corporationsurviving corporation of the Company Merger, until their respective successors are shall be duly elected and qualified or appointed and qualifiedotherwise duly selected.

Appears in 1 contract

Samples: Merger Agreement (Haverfield Corp)

Directors and Officers of the Surviving Corporation. The directors and officers of Merger Sub immediately prior to the Effective Time shall serve as be the initial directors and officers of the Surviving Corporation, until their respective successors are duly elected or appointed each to hold office in accordance with the certificate of incorporation and qualifiedbylaws of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Emc Corp)

Directors and Officers of the Surviving Corporation. The directors and officers of Merger Sub immediately prior to the Effective Time shall serve as be the initial directors and officers of the Surviving Corporation, Corporation until their respective successors are duly appointed or elected or appointed in accordance with applicable law; and qualified.Xxxxxx Xxxxx, president and chief executive officer of the Company, also shall become an officer of the Surviving Corporation. ARTICLE 2

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Advanced Energy Industries Inc)

Directors and Officers of the Surviving Corporation. The directors of Merger Sub and the officers of Merger Sub immediately prior to the Effective Time shall serve as shall, from and after the initial Effective Time, be the directors and officers officers, respectively, of the Surviving Corporation, Corporation until their respective successors are shall have been duly elected or appointed and qualified.qualified or until

Appears in 1 contract

Samples: Merger Agreement (Graham Field Health Products Inc)

Directors and Officers of the Surviving Corporation. The directors and officers of Merger Sub immediately prior to the Effective Time shall serve as the initial directors and officers of the Surviving Corporation, until their respective successors are duly elected or appointed and qualified.. ARTICLE

Appears in 1 contract

Samples: Merger Agreement (HPL Technologies Inc)

Directors and Officers of the Surviving Corporation. (a) 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 applicable Law and the Certificate of Incorporation and Bylaws of the Surviving Corporation. (b) The officers of Merger Sub immediately prior to the Effective Time shall serve as be the initial directors and officers of the Surviving Corporation, until their respective successors are duly elected or appointed each to hold office in accordance with applicable Law and qualifiedthe Certificate of Incorporation and Bylaws of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (LogMeIn, Inc.)

Directors and Officers of the Surviving Corporation. The directors and officers of Merger Sub immediately prior to after the Effective Time Merger shall serve as be the initial directors and officers of the Surviving CorporationCorporation immediately prior to the Effective Time, until such time as their respective successors are shall be duly elected or appointed and qualified.

Appears in 1 contract

Samples: Merger Agreement (Quick & Reilly Group Inc /De/)

Directors and Officers of the Surviving Corporation. The directors and officers of the Merger Sub immediately prior to the Effective Time shall serve as be the initial directors of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case to hold office in accordance with the articles of organization and bylaws of the Surviving Corporation and until their respective successors are duly elected or appointed and qualified.

Appears in 1 contract

Samples: Merger Agreement (Analogic Corp)

Directors and Officers of the Surviving Corporation. The directors and officers of the Merger Sub immediately prior to the Effective Time shall serve as be the initial directors of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation and until their respective successors are duly elected or appointed and qualified.

Appears in 1 contract

Samples: Merger Agreement (Endurance International Group Holdings, Inc.)

Directors and Officers of the Surviving Corporation. The directors and officers of Merger Sub holding office immediately prior to the Effective Time shall serve as become the initial directors and officers of the Surviving Corporation, Corporation and shall hold office until their respective successors are duly elected or appointed and qualified, or their earlier death, incapacitation, retirement, resignation or removal in accordance with the Restated Charter and Restated Bylaws.

Appears in 1 contract

Samples: Merger Agreement (Upland Software, Inc.)

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Directors and Officers of the Surviving Corporation. (a) The directors and officers of the Merger Sub immediately prior to the Effective Time shall serve as be the initial directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and by-laws of the Surviving Corporation. (b) The officers of the Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, until their respective successors are duly elected or appointed each to hold office in accordance with the certificate of incorporation and qualifiedby-laws of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Demandware Inc)

Directors and Officers of the Surviving Corporation. The (a) As of the Effective Time, the directors of Merger Sub shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and by-laws of the Surviving Corporation. (b) As of the Effective Time, the officers of Merger Sub immediately prior to the Effective Time shall serve as be the initial directors and officers of the Surviving Corporation, until their respective successors are duly elected or appointed each to hold office in accordance with the certificate of incorporation and qualifiedby-laws of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Illumina Inc)

Directors and Officers of the Surviving Corporation. The directors and officers of Merger Sub immediately prior to the Effective Time shall serve as be the initial directors of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case to hold office in accordance with the articles of incorporation and bylaws of the Surviving Corporation and until their respective successors are duly elected or appointed and qualified.

Appears in 1 contract

Samples: Merger Agreement (Intricon Corp)

Directors and Officers of the Surviving Corporation. The directors and officers of Merger Sub immediately prior to the Effective Time shall serve as shall, from and after the Effective Time, become the initial directors and officers officers, respectively, of the Surviving Corporation, Corporation until their respective successors are shall have been duly elected or appointed and qualifiedqualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and by-laws.

Appears in 1 contract

Samples: Merger Agreement (Hc2 Holdings, Inc.)

Directors and Officers of the Surviving Corporation. The directors and officers of Merger Sub immediately prior to the Effective Time shall serve as be the initial directors and officers of the Surviving Corporation, until their respective successors are duly elected or appointed and qualifiedCorporation immediately following the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (Onesource Information Services Inc)

Directors and Officers of the Surviving Corporation. The directors and officers of Merger Sub immediately prior to the Effective Time shall serve as be the initial directors and officers of the Surviving CorporationCorporation immediately following the Effective Time, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualifiedqualified or their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Liposcience Inc)

Directors and Officers of the Surviving Corporation. The initial directors and officers of the Surviving Corporation shall be the directors of Merger Sub as of immediately prior to the Effective Time shall serve as the initial directors and officers of the Surviving CorporationTime, until their respective successors are duly elected or appointed and qualifiedqualified and the initial officers of the Surviving Corporation shall be the officers of Merger Sub as of immediately prior to the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (Fermavir Pharmaceuticals, Inc.)

Directors and Officers of the Surviving Corporation. The At the Effective Time, the directors and officers of Merger Sub immediately prior to the Effective Time shall serve as be the initial directors and officers of the Surviving Corporation, until their respective successors are duly elected or appointed and qualifiedsuch directors and officers shall hold office in accordance with and subject to the Articles of Incorporation and Bylaws of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Imagex Com Inc)

Directors and Officers of the Surviving Corporation. (a) The directors and officers of Merger Sub immediately prior to the Effective Time shall serve as be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation. (a) The officers of the Company immediately prior to the Effective Time shall 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, resignation or approval.

Appears in 1 contract

Samples: Merger Agreement (Hub International LTD)

Directors and Officers of the Surviving Corporation. 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, and the officers of Merger Sub immediately prior to the Effective Time shall serve as be the initial directors and officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified, or their earlier death, resignation or removal.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Inovalon Holdings, Inc.)

Directors and Officers of the Surviving Corporation. The directors and officers of the Merger Sub immediately prior to the Effective Time shall serve as be the initial directors of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case to hold office in accordance with the term of office set forth in certificate of incorporation and bylaws of the Surviving Corporation and until their respective successors are duly elected or appointed and qualified.

Appears in 1 contract

Samples: Merger Agreement (Staples Inc)

Directors and Officers of the Surviving Corporation. The initial directors and officers of the Surviving Corporation shall be the directors of Merger Sub as of immediately prior to the Effective Time shall serve as the initial directors and officers of the Surviving CorporationTime, until their respective successors are duly elected or appointed and qualifiedqualified and the initial officers of the Surviving Corporation shall be the officers of Xxxxxx Sub as of immediately prior to the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (Inhibitex, Inc.)

Directors and Officers of the Surviving Corporation. The directors and officers of Merger Sub immediately prior to the Effective Time shall serve as be the initial directors of the Surviving Corporation, each to hold office in accordance with the charter and bylaws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified.

Appears in 1 contract

Samples: Merger Agreement (American Educational Products Inc)

Directors and Officers of the Surviving Corporation. 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 By-laws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall serve as be the initial directors and officers of the Surviving Corporation, until their respective successors are duly elected or appointed each to hold office in accordance with the Certificate of Incorporation and qualified.the By-laws of the Surviving Corporation. ARTICLE II

Appears in 1 contract

Samples: Merger Agreement (Sundstrand Corp /De/)

Directors and Officers of the Surviving Corporation. The directors and officers of Merger Sub immediately prior to the Effective Time shall serve as be the initial directors and officers of the Surviving Corporation, until their respective successors are duly elected or appointed and qualified.

Appears in 1 contract

Samples: Merger Agreement (Illumina Inc)

Directors and Officers of the Surviving Corporation. 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 Articles of Incorporation and Bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall serve as be the initial directors and officers of the Surviving Corporation, until their respective successors are duly elected or appointed each to hold office in accordance with the Articles of Incorporation and qualifiedBylaws of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Amgen Inc)

Directors and Officers of the Surviving Corporation. The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, each to hold office in accordance with the articles of incorporation and by-laws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall serve as be the initial directors and officers of the Surviving Corporation, until their respective successors are duly elected or appointed and qualifiedeach to hold office in accordance with the by-laws of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Silicon Laboratories Inc)

Directors and Officers of the Surviving Corporation. The directors and officers of Merger Sub immediately prior to at the Effective Time shall serve as be the initial directors and officers of the Surviving Corporation, Corporation until their respective successors are duly elected or appointed and qualifiedqualified in accordance with the Surviving Corporation's Articles of Incorporation, Bylaws and applicable law.

Appears in 1 contract

Samples: Merger Agreement (Sportsline Usa Inc)

Directors and Officers of the Surviving Corporation. The directors and officers of Merger Sub and the officers of the Company immediately prior to the Effective Time shall serve as shall, from and after the initial Effective Time, be the directors and officers officers, respectively, of the Surviving Corporation, Corporation until their respective successors are shall have been duly elected or appointed and qualifiedqualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation's Articles of Incorporation and Bylaws.

Appears in 1 contract

Samples: Merger Agreement (Hotjobs Com LTD)

Directors and Officers of the Surviving Corporation. The directors and corporate officers of Merger Sub immediately prior to the Effective Time shall serve as be the initial directors and corporate officers of the Surviving Corporation, until their respective successors are duly elected or appointed and qualifiedCorporation immediately following the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (Elantec Semiconductor Inc)

Directors and Officers of the Surviving Corporation. The At the Effective Time, the directors and officers of Merger Sub immediately prior to the such Effective Time shall serve as be the initial directors of the Surviving Corporation and the officers of Peninsula immediately prior to such Effective Time shall be the officers of the Surviving Corporation, in each case, until such time as their respective successors are shall be duly elected or appointed and qualified.

Appears in 1 contract

Samples: Merger Agreement (Western Bancorp)

Directors and Officers of the Surviving Corporation. The directors and officers of Merger Sub immediately prior to at the Effective Time shall serve as shall, from and after the initial Effective Time, be the directors and officers officers, respectively, of the Surviving Corporation, Corporation until their respective successors are shall have been duly elected or appointed or qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation's articles of incorporation and qualifiedbylaws.

Appears in 1 contract

Samples: Merger Agreement (Boardwalk Casino Inc)

Directors and Officers of the Surviving Corporation. The At the Effective Time the directors and officers of Merger Sub immediately prior to the Effective Time shall serve as will become and constitute the initial directors and officers officers, respectively, of the Surviving Corporation, Corporation until their respective successors are will be duly elected or appointed and qualified.

Appears in 1 contract

Samples: Merger Agreement (Xbox Technologies Inc)

Directors and Officers of the Surviving Corporation. The directors and officers of Merger Sub immediately prior to the Effective Time shall serve as the initial directors and officers of the Surviving Corporation, until their respective successors are duly elected or appointed and qualified.

Appears in 1 contract

Samples: Merger Agreement (HPL Technologies Inc)

Directors and Officers of the Surviving Corporation. The directors of Merger Sub immediately before the Effective Time will be the initial directors of the Surviving Corporation and the officers of Merger Sub immediately prior to before the Effective Time shall serve as will be the initial directors and officers of the Surviving 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 certificate of incorporation and the bylaws of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Associated Estates Realty Corp)

Directors and Officers of the Surviving Corporation. The At the Effective Time, the directors and officers of Merger Sub immediately prior to the Effective Time shall serve as be the initial directors and officers of the Surviving Corporation, until their respective successors are duly elected or appointed each of such directors and qualifiedofficers to hold office subject to the applicable provisions of the articles of incorporation and bylaws of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Supervalu Inc)

Directors and Officers of the Surviving Corporation. The directors and officers of the Merger Sub Subsidiary immediately prior to the Effective Time shall serve as be the initial directors and officers of the Surviving Corporation, until their respective successors are duly elected or appointed each to hold office in accordance with the Certificate of Incorporation and qualifiedBy-laws of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Palomar Medical Technologies Inc)

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