Directors and Officers of the Surviving Corporation. The directors of Purchaser immediately prior to the Effective Time shall, 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, from and after the Effective Time, shall continue as the officers of the Surviving Corporation, in each case until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylaws.
Appears in 12 contracts
Samples: Merger Agreement (Presstek Inc /De/), Merger Agreement (International Paper Co /New/), Merger Agreement (Volcom Inc)
Directors and Officers of the Surviving Corporation. The directors of the Purchaser immediately prior to the Effective Time shall, 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 TimeTime shall, from and after the Effective Time, shall continue as be the officers of the Surviving Corporation, in each case until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate Certificate of incorporation Incorporation and bylawsBylaws.
Appears in 7 contracts
Samples: Merger Agreement (Flexsteel Industries Inc), Merger Agreement (Dmi Furniture Inc), Merger Agreement (Gulfside Supply, Inc.)
Directors and Officers of the Surviving Corporation. The directors of Purchaser immediately prior to the Effective Time shall, from and after the Effective Time, be appointed as the directors of the Surviving Corporation, and the officers of the Company Purchaser immediately prior to the Effective TimeTime shall, from and after the Effective Time, shall continue as be the officers of the Surviving Corporation, in each case until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate 's Certificate of incorporation Incorporation and bylawsBylaws.
Appears in 4 contracts
Samples: Merger Agreement (Yahoo Inc), Merger Agreement (Yahoo Inc), Merger Agreement (Signalsoft Corp)
Directors and Officers of the Surviving Corporation. The directors and officers of the Purchaser immediately prior to at the Effective Time shall, from and after the Effective Time, be appointed as the directors and officers, respectively, of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time, from and after the Effective Time, shall continue as the officers of the Surviving Corporation, in each case Corporation until their respective successors shall have been duly elected, designated elected or qualified, appointed or qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate 's Articles of incorporation Incorporation and bylawsBylaws.
Appears in 4 contracts
Samples: Merger Agreement (Key Energy Group Inc), Merger Agreement (Pca International Inc), Merger Agreement (American Studios Inc)
Directors and Officers of the Surviving Corporation. The directors and officers of Purchaser immediately prior to at the Effective Time shall, from and after the Effective Time, be appointed as the initial directors and officers, respectively, of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time, from and after the Effective Time, shall continue as the officers of the Surviving Corporation, in each case Corporation until their respective successors shall have been duly elected, designated elected or qualified, appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate 's Certificate of incorporation Incorporation and bylawsBy-Laws.
Appears in 4 contracts
Samples: Merger Agreement (Ovid Technologies Inc), Merger Agreement (Wolters Kluwer Us Corp), Merger Agreement (Wolters Kluwer Us Corp)
Directors and Officers of the Surviving Corporation. The directors and officers of the Purchaser immediately prior to at the Effective Time shall, from and after the Effective Time, be appointed as the directors and officers, respectively, of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time, from and after the Effective Time, shall continue as the officers of the Surviving Corporation, in each case Corporation until their respective successors shall have been duly elected, designated elected or qualified, appointed or qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate 's Certificate of incorporation Incorporation and bylawsBy-laws.
Appears in 4 contracts
Samples: Merger Agreement (Aydin Corp), Merger Agreement (Handy & Harman), Merger Agreement (Aydin Corp)
Directors and Officers of the Surviving Corporation. The directors and officers of Purchaser immediately prior to at the Effective Time shall, from and after the Effective Time, be appointed as the directors and officers, respectively, of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time, from and after the Effective Time, shall continue as the officers of the Surviving Corporation, in each case Corporation until their respective successors shall have been duly elected, designated elected or qualified, appointed or qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate 's articles of incorporation and bylaws.
Appears in 4 contracts
Samples: Offer to Purchase (Mh Millennium Holdings LLC), Merger Agreement (Psicor Inc), Merger Agreement (Herbalife International Inc)
Directors and Officers of the Surviving Corporation. The directors of Purchaser immediately prior to the Effective Time shall, from and after the Effective Time, shall be appointed as the directors of the Surviving CorporationCorporation until the earlier of their resignation or removal or until their respective successors are duly designated, and as the officers of the Company immediately prior case may be. Prior to the Effective Time, from and after Parent shall determine the Effective Time, shall continue as the initial officers of the Surviving Corporation, in each case Corporation to be appointed effective as of the Effective Time and until the earlier of their resignation or removal or until their respective successors shall have been are duly electeddesignated, designated or qualified, or until their earlier death, resignation or removal in accordance with as the Surviving Corporation’s certificate of incorporation and bylawscase may be.
Appears in 3 contracts
Samples: Merger Agreement, Merger Agreement (Mens Wearhouse Inc), Merger Agreement (Bank Jos a Clothiers Inc /De/)
Directors and Officers of the Surviving Corporation. The directors of Purchaser immediately prior to the Effective Time shall, from and after the Effective Time, be appointed as the directors of the Surviving Corporation, Corporation and the officers of the Company Purchaser immediately prior to the Effective TimeTime shall, from and after the Effective Time, shall continue as the be officers of the Surviving Corporation, in each case until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate 's Certificate of incorporation Incorporation and bylawsBylaws.
Appears in 3 contracts
Samples: Merger Agreement (Vixel Corp), Merger Agreement (Emulex Corp /De/), Merger Agreement (Emulex Corp /De/)
Directors and Officers of the Surviving Corporation. The directors of Purchaser immediately prior to the Effective Time shall, from and after the Effective Time, be appointed as the directors of the Surviving Corporation, and the officers of the Company Purchaser immediately prior to the Effective Time, from and after the Effective Time, shall continue be appointed as the officers of the Surviving Corporation, in each case until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylaws.
Appears in 3 contracts
Samples: Merger Agreement (Patient Safety Technologies, Inc), Merger Agreement (Cougar Biotechnology, Inc.), Merger Agreement (Johnson & Johnson)
Directors and Officers of the Surviving Corporation. The directors of the Purchaser immediately prior to the Effective Time shall, from and after the Effective Time, be appointed as the directors of the Surviving Corporation, and the officers of the Company Purchaser immediately prior to the Effective Time, from and after the Effective Time, shall continue as be the officers of the Surviving Corporation, in each case until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate articles of incorporation and bylaws.
Appears in 3 contracts
Samples: Merger Agreement (DG FastChannel, Inc), Merger Agreement (Point 360), Merger Agreement (New 360)
Directors and Officers of the Surviving Corporation. The directors of the Purchaser immediately prior to the Effective Time shall, 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 TimeTime shall, from and after the Effective Time, shall continue as be the officers of the Surviving Corporation, in each case until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylaws.Certificate of
Appears in 3 contracts
Samples: Merger Agreement (Esmark INC), Merger Agreement (Esmark INC), Merger Agreement (Lifecell Corp)
Directors and Officers of the Surviving Corporation. The --------------------------------------------------- directors of the Purchaser immediately prior to the Effective Time shall, 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 TimeTime shall, from and after the Effective Time, shall continue as be the officers of the Surviving Corporation, in each case until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate 's Certificate of incorporation Incorporation and bylawsBylaws.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sage Group PLC), Merger Agreement (Cheap Tickets Inc), Merger Agreement (Cendant Corp)
Directors and Officers of the Surviving Corporation. The directors and officers of the Purchaser immediately prior to at the Effective Time shall, from and after the Effective Time, be appointed as the directors and officers, respectively, of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time, from and after the Effective Time, shall continue as the officers of the Surviving Corporation, in each case Corporation until their respective successors shall have been duly elected, designated elected or qualified, appointed or qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate Articles of incorporation Incorporation and bylawsthe Bylaws.
Appears in 2 contracts
Samples: Merger Agreement (HFS Inc), Merger Agreement (HFS Inc)
Directors and Officers of the Surviving Corporation. The Company, Parent and Purchaser shall use their reasonable best efforts to cause the directors of Purchaser immediately prior to the Effective Time shallTime, 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 TimeTime shall, from and after the Effective Time, shall continue as to be the officers of the Surviving Corporation, in each case until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate 's Certificate of incorporation Incorporation and bylawsBylaws.
Appears in 2 contracts
Samples: Merger Agreement (Orbitz Inc), Merger Agreement (Cendant Corp)
Directors and Officers of the Surviving Corporation. The directors and officers of the Purchaser immediately prior to at the Effective Time shall, from and after the Effective Time, be appointed as the directors and officers, respectively, of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time, from and after the Effective Time, shall continue as the officers of the Surviving Corporation, in each case Corporation until their respective successors shall have been duly elected, designated elected or qualified, 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’s certificate of incorporation and bylaws.
Appears in 2 contracts
Samples: Merger Agreement (Phonetel Technologies Inc), Merger Agreement (Communications Central Inc)
Directors and Officers of the Surviving Corporation. The directors of Purchaser and the officers of Purchaser immediately prior to the Effective Time shall, from and after the Effective Time, be appointed as the directors and officers, respectively, of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time, from and after the Effective Time, shall continue as the officers of the Surviving Corporation, in each case Corporation until their respective successors shall have been duly elected, designated elected or qualified, appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate NPCL and the articles of incorporation and bylawsbylaws of the Surviving Corporation.
Appears in 2 contracts
Samples: Merger Agreement (EQT Corp), Agreement and Plan of Merger (Trans Energy Inc)
Directors and Officers of the Surviving Corporation. The directors of Purchaser Buyer immediately prior to the Effective Time shall, from and after the Effective Time, will be appointed as the directors of the Surviving Corporation, until the earlier of their death, resignation or removal or until their respective successors are duly elected and qualified, as the case may be. The officers of the Company Buyer immediately prior to the Effective Time, from and after the Effective Time, shall continue as Time will be the officers of the Surviving Corporation, in each case until the earlier of their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with or until their respective successors are duly elected and qualified, as the Surviving Corporation’s certificate of incorporation and bylawscase may be.
Appears in 2 contracts
Samples: Merger Agreement (Parker Hannifin Corp), Merger Agreement (Commercial Intertech Corp)
Directors and Officers of the Surviving Corporation. (a) The directors of Purchaser immediately prior to the Effective Time shall, 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, from and after the Effective Time, shall continue as be the directors of the Surviving Corporation.
(b) The officers of Purchaser immediately prior to the Effective Time, from and after the Effective Time, shall be the officers of the Surviving Corporation, in each case until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylaws.
Appears in 2 contracts
Samples: Merger Agreement (Annaly Capital Management Inc), Merger Agreement (Hatteras Financial Corp)
Directors and Officers of the Surviving Corporation. The directors of the Purchaser immediately prior to the Effective Time shall, from and after shall be the Effective Time, be appointed as the initial directors of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time, from and after Time shall be the Effective Time, shall continue as the initial officers of the Surviving Corporation, in each case until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal to hold office in accordance with the Surviving Corporation’s term of office set forth in certificate of incorporation and bylawsbylaws of the Surviving Corporation and until their successors are duly elected and qualified.
Appears in 2 contracts
Samples: Merger Agreement (Cynosure Inc), Merger Agreement (Hologic Inc)
Directors and Officers of the Surviving Corporation. The directors of Purchaser immediately prior to the Effective Time shall, from and after the Effective Time, be appointed as the directors of the Surviving Corporation, Corporation and the officers of the Company Purchaser immediately prior to the Effective TimeTime shall, from and after the Effective Time, shall continue as the be officers of the Surviving Corporation, in each case until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate Articles of incorporation Incorporation and bylawsBylaws.
Appears in 2 contracts
Samples: Merger Agreement (Galyans Trading Co Inc), Merger Agreement (Dicks Sporting Goods Inc)
Directors and Officers of the Surviving Corporation. The directors of the Purchaser and the officers of the Company immediately prior to the Effective Time shall, from and after the Effective Time, be appointed as the directors and officers, respectively, of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time, from and after the Effective Time, shall continue as the officers of the Surviving Corporation, in each case Corporation until their respective successors shall have been duly elected, designated elected or qualified, appointed or qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate 's Articles of incorporation Incorporation and bylawsBy-laws.
Appears in 2 contracts
Samples: Merger Agreement (Manor Care Inc), Merger Agreement (In Home Health Inc /Mn/)
Directors and Officers of the Surviving Corporation. The Purchaser's directors of Purchaser immediately prior to the Effective Time shall, from and after the Effective Time, be appointed as the directors of the Surviving CorporationXxxxxxx X. Xxxxxxxxx, and the officers of the Company immediately prior to the Effective TimeTime and Xxxxxxx X. Xxxxxxxxx shall, from and after the Effective Time, shall continue as be the officers directors and officers, respectively, of the Surviving Corporation, in each case Corporation until their respective successors shall have been duly elected, designated elected or qualified, appointed or qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylawsthe by-laws of the Surviving Corporation.
Appears in 2 contracts
Samples: Merger Agreement (Data Research Associates Inc), Merger Agreement (McGuire Acquisition Inc)
Directors and Officers of the Surviving Corporation. The directors of the Purchaser immediately prior to the Effective Time shall, from and after shall be the Effective Time, be appointed as the initial directors of the Surviving Corporation, and the officers of the Company Purchaser immediately prior to the Effective Time, from and after Time shall be the Effective Time, shall continue as the initial officers of the Surviving Corporation, in each case until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal to hold office in accordance with the Surviving Corporation’s term of office set forth in certificate of incorporation and bylawsbylaws of the Surviving Corporation and until their successors are duly elected and qualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Salesforce Com Inc), Merger Agreement (Demandware Inc)
Directors and Officers of the Surviving Corporation. The directors of Purchaser immediately prior to the Effective Time shall, from and after the Effective Time, be appointed continue as the directors of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time, from and after the Effective Time, shall continue as the officers of the Surviving Corporation, in each case until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylaws.
Appears in 2 contracts
Samples: Merger Agreement (Altra Holdings, Inc.), Merger Agreement (Tb Woods Corp)
Directors and Officers of the Surviving Corporation. The directors of Purchaser immediately prior to the Effective Time shall, 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 TimeTime shall, from and after the Effective Time, shall continue as be the officers of the Surviving Corporation, in each case until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate articles of incorporation and bylaws.
Appears in 2 contracts
Samples: Merger Agreement (Georgia Pacific Corp), Merger Agreement (Koch Industries Inc)
Directors and Officers of the Surviving Corporation. The From and after the Merger Effective Time, the directors of Purchaser immediately prior to the Merger Effective Time shall, from and after the Effective Time, shall be appointed as the directors of the Surviving Corporation, Corporation and the officers of the Company immediately prior to the Merger Effective Time, from and after the Effective Time, Time shall continue as be the officers of the Surviving Corporation, in each case case, until their respective successors shall have been are duly elected, designated elected or appointed and qualified, or until the earlier of their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylawsremoval.
Appears in 2 contracts
Samples: Merger Agreement (Astrazeneca PLC), Merger Agreement (Medimmune Inc /De)
Directors and Officers of the Surviving Corporation. The directors of the Purchaser immediately prior to the Effective Time shall, 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 Timetime shall, from and after the Effective Time, shall continue as be the officers of the Surviving Corporation, in each case until their respective successors shall have been duly elected, designated elected or qualified, appointed or qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate 's Certificate of incorporation Incorporation and bylawsBy-laws.
Appears in 2 contracts
Samples: Merger Agreement (Eastman Chemical Co), Merger Agreement (Eastman Chemical Co)
Directors and Officers of the Surviving Corporation. The directors of Purchaser and the officers of the Company immediately prior to the Effective Time shall, from and after the Effective Time, be appointed as the directors and officers, respectively, of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time, from and after the Effective Time, shall continue as the officers of the Surviving Corporation, in each case Corporation until their respective successors shall have been duly elected, designated elected or qualified, appointed or qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate 's Certificate of incorporation Incorporation and bylawsBy-laws.
Appears in 2 contracts
Samples: Merger Agreement (Red Roof Inns Inc), Merger Agreement (Accor Sa /Fi)
Directors and Officers of the Surviving Corporation. The Each of the parties hereto shall take all necessary action to cause the directors and officers of Purchaser immediately prior to the Effective Time shall, from to be the directors and after officers of the Surviving Corporation immediately following the Effective Time, be appointed as each to hold office in accordance with the directors certificate of incorporation and bylaws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time, from and after the Effective Time, shall continue as the officers of the Surviving Corporation, in each case Corporation until their respective successors shall have been are duly elected, designated elected or qualified, appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylawsbylaws of the Surviving Corporation.
Appears in 2 contracts
Samples: Merger Agreement (Orchid Cellmark Inc), Merger Agreement (Monogram Biosciences, Inc.)
Directors and Officers of the Surviving Corporation. The directors of Purchaser immediately prior to the Effective Time shall, from and after the Effective Time, be appointed as the directors of the Surviving Corporation, and the officers of the Company Purchaser immediately prior to the Effective TimeTime shall, from and after the Effective Time, shall continue as be the officers of the Surviving Corporation, in each case until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylaws.'s Certificate of
Appears in 2 contracts
Samples: Merger Agreement (Launch Media Inc), Merger Agreement (Launch Media Inc)
Directors and Officers of the Surviving Corporation. The directors and officers of Purchaser immediately prior to the Effective Time shall, from and after the Effective Time, be appointed as the directors and officers, respectively, of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time, from and after the Effective Time, shall continue as the officers of the Surviving Corporation, in each case Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s 's certificate of incorporation and bylaws.
Appears in 2 contracts
Samples: Merger Agreement (Opsware Inc), Merger Agreement (Hewlett Packard Co)
Directors and Officers of the Surviving Corporation. The directors of the Purchaser immediately prior to the Effective Time shall, from and after shall be the Effective Time, be appointed as the initial directors of the Surviving Corporation, and the officers of the Company Purchaser (or, at the Purchaser’s discretion, the officers of the Company) immediately prior to the Effective Time, from and after Time shall be the Effective Time, shall continue as the initial officers of the Surviving Corporation, in each case until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal to hold office in accordance with the Surviving Corporation’s term of office set forth in the certificate of incorporation and bylawsbylaws of the Surviving Corporation and until their successors are duly elected and qualified.
Appears in 1 contract
Samples: Merger Agreement (Epizyme, Inc.)
Directors and Officers of the Surviving Corporation. The directors and officers of the Purchaser immediately prior to the Effective Time shall, 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, from and after the Effective Time, shall continue as the officers of the Surviving Corporation, in each case Corporation until their respective successors shall have been duly elected, designated elected or qualified, appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s 's certificate of incorporation and bylawsby-laws.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. The directors --------------------------------------------------- and officers of Purchaser immediately prior to at the Effective Time shall, from and after the Effective Time, be appointed as the initial directors and officers, respectively, of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time, from and after the Effective Time, shall continue as the officers of the Surviving Corporation, in each case Corporation until their respective successors shall have been duly elected, designated elected or qualified, appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s 's certificate of incorporation and bylawsby-laws.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. The --------------------------------------------------- directors of the Purchaser immediately prior to the Effective Time shall, 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 TimeTime shall, from and after the Effective Time, shall continue as be the officers of the Surviving Corporation, in each case until their respective successors shall have been duly elected, designated elected or qualified, appointed or qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate 's Certificate of incorporation Incorporation and bylawsBy- laws.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. The directors and officers of the Purchaser immediately prior to at the Effective Time shall, from and after the Effective Time, be appointed as the directors and officers, respec- tively, of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time, from and after the Effective Time, shall continue as the officers of the Surviving Corporation, in each case Corporation until their respective successors shall have been duly elected, designated elected or qualified, appointed or qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate 's Certificate of incorporation Incorporation and bylawsBy-laws.
Appears in 1 contract
Samples: Merger Agreement (Handy & Harman)
Directors and Officers of the Surviving Corporation. The Company, Parent and Purchaser shall use their reasonable best efforts to cause the directors of Purchaser immediately prior to the Effective Time shallTime, 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 TimeTime shall, from and after the Effective Time, shall continue as to be the officers of the Surviving Corporation, in each case until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate Certificate of incorporation Incorporation and bylawsBylaws.
Appears in 1 contract
Samples: Merger Agreement (Cendant Corp)
Directors and Officers of the Surviving Corporation. The directors of Purchaser immediately prior to the Effective Time shall, 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 TimeTime shall, from and after the Effective Time, shall continue as be the officers of the Surviving Corporation, in each case until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate 's articles of incorporation organization and bylaws.
Appears in 1 contract
Samples: Merger Agreement (Cendant Corp)
Directors and Officers of the Surviving Corporation. The directors of the Purchaser immediately prior to the Effective Time shall, from and after the Effective Time, be appointed as the directors of the Surviving Corporation, and the officers of the Company Purchaser immediately prior to the Effective TimeTime shall, from and after the Effective Time, shall continue as be the officers of the Surviving Corporation, in each case until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylaws.'s Certificate of
Appears in 1 contract
Samples: Merger Agreement (Landacorp Inc)
Directors and Officers of the Surviving Corporation. The directors of Purchaser and the officers of the Company immediately prior to the Effective Time shall, from and after the Effective Time, be appointed as the directors and officers, respectively, of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time, from and after the Effective Time, shall continue as the officers of the Surviving Corporation, in each case Corporation until their respective successors shall have been duly elected, designated elected or qualified, appointed and qualified or until their earlier death, resignation or removal in accordance with the DGCL and the Certificate of Incorporation and By-Laws of the Surviving Corporation’s certificate of incorporation and bylaws.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. The directors of the Purchaser as of immediately prior to the Effective Time shall, from and after shall be the Effective Time, be appointed as the initial directors of the Surviving CorporationCorporation immediately following the Effective Time, and the officers of the Company immediately prior to the Effective Time, from and after Time shall be the initial officers of the Surviving Corporation immediately following the Effective Time, shall continue as in each case to hold office in accordance with the officers certificate of incorporation and bylaws of the Surviving Corporation, in each case Corporation and until their respective successors shall have been his or her successor is duly elected, designated elected and qualified or qualified, his or until their her earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylawsremoval.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. The directors of Purchaser immediately prior to the Effective Time shall, from and after the Effective Time, be appointed as the directors of the Surviving Corporation, and the officers of the Company Purchaser immediately prior to the Effective TimeTime shall, from and after the Effective Time, shall continue as be the officers of the Surviving Corporation, in each case until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylaws.,
Appears in 1 contract
Directors and Officers of the Surviving Corporation. The directors and officers of the Purchaser immediately prior to at the Effective Time shall, from and after the Effective Time, be appointed as the directors and officers, respectively, of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time, from and after the Effective Time, shall continue as the officers of the Surviving Corporation, in each case Corporation until their respective successors shall have been duly elected, designated elected or qualified, appointed or qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate 's Articles of incorporation Incorporation and bylawsBy-laws.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. The directors of Purchaser Acquisition immediately prior to the Effective Time shall, from and after the Effective Time, be appointed as the directors of the Surviving Corporation, Corporation and such directors shall appoint the officers of the Company Acquisition immediately prior to the Effective Time, from and after the Effective Time, shall continue as Time to be the officers of the Surviving Corporation, in each case . The directors and officers of the Surviving Corporation shall serve until their respective successors shall have been duly elected, designated elected or qualified, appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s 's certificate of incorporation and bylawsBy-laws.
Appears in 1 contract
Samples: Merger Agreement (Iparty Corp)
Directors and Officers of the Surviving Corporation. The directors of Purchaser Buyer immediately prior to the Effective Time shall, from and after the Effective Time, will be appointed as the directors of the Surviving Corporation, until the earlier of their death, resignation or removal or until their respective successors are duly elected and qualified, as the case may be. The officers of the Company immediately prior to the Effective Time, from and after the Effective Time, shall continue as Time will be the officers of the Surviving Corporation, in each case until the earlier of their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with or until their respective successors are duly elected and qualified, as the Surviving Corporation’s certificate of incorporation and bylawscase may be.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. The directors of the Purchaser immediately prior to the Effective Time shall, 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, shall, from and after the Effective Time, shall continue as be the officers directors and officers, respectively, of the Surviving Corporation, in each case Corporation until their respective successors shall have been duly elected, designated elected or qualified, appointed or qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate 's Certificate of incorporation Incorporation and bylawsBy-laws.
Appears in 1 contract
Samples: Merger Agreement (Interlogix Inc)
Directors and Officers of the Surviving Corporation. The directors of the Purchaser and the officers of the Company immediately prior to the Effective Time shall, from and after the Effective Time, be appointed as the directors and officers, respectively, of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time, from and after the Effective Time, shall continue as the officers of the Surviving Corporation, in each case Corporation until their respective successors shall have been duly elected, designated elected or qualified, appointed or qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate 's Certificate of incorporation Incorporation and bylawsBy-laws.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. The directors of Purchaser immediately prior to the Effective Time shall, 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 TimeTime shall, from and after the Effective Time, shall continue as be the officers of the Surviving Corporation, in each case until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate 's Certificate of incorporation Incorporation and bylawsBy-laws.
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Directors and Officers of the Surviving Corporation. The (a) From and after the Merger Effective Time, the directors of Purchaser immediately prior to the Merger Effective Time shall, from and after the Effective Time, shall be appointed as the directors of the Surviving CorporationCorporation until their respective successors are duly elected or appointed and qualified, and or until the earlier of their death, resignation or removal.
(b) The officers of the Company immediately prior to the Merger Effective Time, from and after the Effective Time, Time shall continue as be the officers of the Surviving Corporation, in each case Corporation until the earlier of their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylawsremoval.
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Samples: Merger Agreement (Accredited Home Lenders Holding Co)
Directors and Officers of the Surviving Corporation. The directors of Purchaser immediately prior to the Effective Time shall, from and after the Effective Time, be appointed continue as the directors of the Surviving Corporation, and and, except as set forth on Section 1.7 of the Company Disclosure Letter (as defined below), the officers of the Company immediately prior to the Effective Time, from and after the Effective Time, shall continue as the officers of the Surviving Corporation, in each case until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylaws.
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Samples: Merger Agreement (Datascope Corp)
Directors and Officers of the Surviving Corporation. The directors of the Purchaser immediately prior to the Effective Time shall, 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 TimeTime shall, from and after the Effective Time, shall continue as be the officers of the Surviving Corporation, in each case until their respective successors shall have been duly elected, designated elected or qualified, appointed or qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate 's Certificate of incorporation Incorporation and bylawsBylaws.
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Samples: Merger Agreement (Prophet 21 Inc)
Directors and Officers of the Surviving Corporation. The At the Effective Time, the directors of Purchaser immediately prior to the Effective Time shall, from and after the Effective Time, shall be appointed as the directors of the Surviving Corporation, each of such directors to hold office, subject to the applicable provisions of the DGCL and the Certificate of Incorporation and By-Laws of the Surviving Corporation, until the next annual stockholders' meeting of the Surviving Corporation and until their respective successors shall be duly elected or appointed and qualified. At the Effective Time, the officers of the Company immediately prior to the Effective TimeTime shall, from and after the Effective Time, shall continue as the officers of the Surviving Corporation, in each case until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylaws.subject to the
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Directors and Officers of the Surviving Corporation. The directors of Purchaser immediately prior to the Effective Time shall, from and after the Effective Time, be appointed as the directors of the Surviving Corporation, Corporation and the officers of the Company Purchaser immediately prior to the Effective TimeTime shall, from and after the Effective Time, shall continue as the be officers of the Surviving Corporation, in each case until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate 's Articles of incorporation Incorporation and bylawsBylaws.
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Directors and Officers of the Surviving Corporation. The directors of the Purchaser immediately prior to the Effective Time shall, 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 TimeTime shall, from and after the Effective Time, shall continue as be the officers of the Surviving Corporation, in each case until their respective successors shall have been duly elected, designated elected or qualified, appointed or qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate 's Certificate of incorporation Incorporation and bylawsBy- laws.
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