Directors and Officers of the Surviving Corporation. The directors of Sub, as of immediately prior to the Effective Time shall, from and after the Effective Time, be the directors 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 Surviving Corporation’s certificate of incorporation and by-laws. The officers of the Company at the Effective Time shall, from and after the Effective Time, be the initial officers 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 Surviving Corporation’s certificate of incorporation and by-laws.
Appears in 10 contracts
Samples: Merger Agreement (PARETEUM Corp), Merger Agreement (Ipass Inc), Merger Agreement (Qlogic Corp)
Directors and Officers of the Surviving Corporation. (a) The directors of Sub, as of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, shall be the directors of the Surviving Corporation immediately following the Effective Time, to serve until their respective successors shall have been are duly elected or appointed or and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate articles of incorporation and by-laws. bylaws of the Surviving Corporation.
(b) The officers of the Company at immediately prior to the Effective Time shall, from and after the Effective Time, shall be the initial officers of the Surviving Corporation immediately following the Effective Time, to serve until their respective successors shall have been are duly elected or appointed or and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate articles of incorporation and by-lawsbylaws of the Surviving Corporation.
Appears in 8 contracts
Samples: Merger Agreement (Delta Natural Gas Co Inc), Merger Agreement (Questar Corp), Merger Agreement (Dominion Resources Inc /Va/)
Directors and Officers of the Surviving Corporation. The (a) Each of the parties hereto shall take all necessary action to cause the directors of Sub, as of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, to be the directors of the Surviving Corporation immediately following the Effective Time, until their respective successors shall have been are duly elected or appointed or and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and by-laws. bylaws of the Surviving Corporation.
(b) The officers of the Company at immediately prior to the Effective Time shall, from and after the Effective Time, shall be the initial officers of the Surviving Corporation until their respective successors shall have been are duly elected or appointed or and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and by-lawsbylaws of the Surviving Corporation.
Appears in 8 contracts
Samples: Merger Agreement (Zale Corp), Merger Agreement (Dell Inc), Merger Agreement (Quest Software Inc)
Directors and Officers of the Surviving Corporation. The (a) Each of the parties hereto shall take all necessary action to cause the directors of Sub, as of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, to be the directors of the Surviving Corporation immediately following the Effective Time, until their respective successors shall have been are duly elected or appointed or and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and by-laws. laws of the Surviving Corporation.
(b) The officers of the Company at immediately prior to the Effective Time shall, from and after the Effective Time, shall be the initial officers of the Surviving Corporation until their respective successors shall have been are duly elected or appointed or and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and by-lawslaws of the Surviving Corporation.
Appears in 8 contracts
Samples: Merger Agreement, Merger Agreement (J Crew Group Inc), Merger Agreement (Aeroways, LLC)
Directors and Officers of the Surviving Corporation. The directors of Sub, as of the Purchaser immediately prior to the Effective Time shall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors shall have been duly elected or appointed or and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate 's Certificate of incorporation Incorporation and byBy-laws. The officers of the Company at immediately prior to the Effective Time shall, from and after the Effective Time, be the initial officers of the Surviving Corporation until their successors shall have been duly elected or appointed or and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate 's Certificate of incorporation Incorporation and byBy-laws.
Appears in 5 contracts
Samples: Offer to Purchase (Berg Acquisition Co), Merger Agreement (Berg Acquisition Co), Merger Agreement (Berg Acquisition Co)
Directors and Officers of the Surviving Corporation. The directors of Sub, as of immediately prior to Sub at the Effective Time shall, from and after the Effective Time, be the initial directors 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 Surviving Corporation’s certificate of incorporation and by-laws. The officers of the Company at the Effective Time shall, from and after the Effective Time, be the initial officers 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 Surviving Corporation’s certificate of incorporation and by-laws.
Appears in 5 contracts
Samples: Merger Agreement (RenPac Holdings Inc.), Merger Agreement (Playboy Enterprises Inc), Merger Agreement (Pactiv Corp)
Directors and Officers of the Surviving Corporation. The From and after the Effective Time, the directors of Sub, the Surviving Corporation shall consist of the directors of Merger Sub as of immediately prior to the Effective Time shallTime, from until their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal in accordance with the Surviving Corporation's certificate of incorporation and bylaws. From and after the Effective Time, be the directors officers of the Surviving Corporation shall consist of the officers of the Company as of immediately prior to the Effective Time, until their respective successors shall have been are duly elected or appointed or qualified and qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s 's certificate of incorporation and by-laws. The officers of the Company at the Effective Time shall, from and after the Effective Time, be the initial officers 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 Surviving Corporation’s certificate of incorporation and by-lawsbylaws.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (China Security & Surveillance Technology, Inc.), Agreement and Plan of Merger (China Security & Surveillance Technology, Inc.), Merger Agreement (China Security & Surveillance Technology, Inc.)
Directors and Officers of the Surviving Corporation. The directors of Sub, as of immediately prior to the Effective Time Merger Sub shall, from and after the Effective Time, be become the initial directors of the Surviving Corporation until their successors shall have been duly elected or elected, appointed or qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and by-lawsbylaws of the Surviving Corporation and Applicable Laws. The officers of the Company at the Effective Time Merger Sub shall, from and after the Effective Time, be become the initial officers of the Surviving Corporation until their successors shall have been duly elected or elected, appointed or qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and by-lawsthe bylaws of the Surviving Corporation.
Appears in 4 contracts
Samples: Merger Agreement (Delta Air Lines Inc /De/), Merger Agreement (Northwest Airlines Corp), Merger Agreement (Thermo Electron Corp)
Directors and Officers of the Surviving Corporation. The directors of Merger Sub, as of immediately prior to the Effective Time shall, from and after the Effective Time, be the directors 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 Surviving Corporation’s certificate of incorporation and by-lawsOrganizational Documents. The officers of the Company at the Effective Time shall, from and after the Effective Time, be the initial officers 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 Surviving Corporation’s certificate of incorporation and by-lawsOrganizational Documents.
Appears in 3 contracts
Samples: Merger Agreement (Silicon Storage Technology Inc), Merger Agreement (Silicon Storage Technology Inc), Merger Agreement (Microchip Technology Inc)
Directors and Officers of the Surviving Corporation. The directors of Sub, as of immediately prior to the Purchaser at the Effective Time shall, from and after the Effective Time, be the directors 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 Surviving Corporation’s certificate 's Articles of incorporation Incorporation and byBy-laws. The officers of the Company at the Effective Time shall, from and after the Effective Time, be the initial officers 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 Surviving Corporation’s certificate 's Articles of incorporation Incorporation and byBy-laws.
Appears in 3 contracts
Samples: Merger Agreement (Cigna Corp), Merger Agreement (Healthsource Inc), Merger Agreement (Healthsource Inc)
Directors and Officers of the Surviving Corporation. (a) The directors of Sub, as of Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors shall have been duly elected or appointed or and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate 's Certificate of incorporation Incorporation and by-laws. Bylaws.
(b) The officers of the Company at Inprise immediately prior to the Effective Time shall, from and after the Effective Time, be the initial officers of the Surviving Corporation until their successors shall have been duly elected or appointed or and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate 's Certificate of incorporation Incorporation and by-lawsBylaws.
Appears in 2 contracts
Samples: Merger Agreement (Inprise Corp), Merger Agreement (Inprise Corp)
Directors and Officers of the Surviving Corporation. The From and after the Effective Time, the directors of Sub, the Surviving Corporation shall consist of the directors of Merger Sub as of immediately prior to the Effective Time shallTime, from until their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylaws. From and after the Effective Time, be the directors officers of the Surviving Corporation shall consist of the officers of the Company as of immediately prior to the Effective Time, until their respective successors shall have been are duly elected or appointed or qualified and qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and by-laws. The officers of the Company at the Effective Time shall, from and after the Effective Time, be the initial officers 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 Surviving Corporation’s certificate of incorporation and by-lawsbylaws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Zhongpin Inc.), Merger Agreement (Zhongpin Inc.)
Directors and Officers of the Surviving Corporation. The directors of Sub, as of immediately prior to the Effective Time shall, from From and after the Effective Time, the directors of Merger Sub shall be the directors of the Surviving Corporation and shall hold office until their respective successors shall have been are duly elected or appointed or and qualified or until their earlier death, resignation or removal in accordance with the Articles of Incorporation or Bylaws of the Surviving Corporation’s certificate of incorporation and by-laws. The officers of individuals specified by Parent in writing to the Company at least two business days prior to the Effective Time shall, from and after the Effective Time, Closing Date shall be the initial officers of the Surviving Corporation and shall hold office until their respective successors shall have been are duly elected or appointed or and qualified or until their earlier death, resignation or removal in accordance with the Articles of Incorporation or Bylaws of the Surviving Corporation’s certificate of incorporation and by-laws.
Appears in 2 contracts
Samples: Merger Agreement (Coleman Cable, Inc.), Merger Agreement (Technology Research Corp)
Directors and Officers of the Surviving Corporation. The directors of Merger Sub, as of immediately prior to the Effective Time shall, from and after the Effective Time, be the directors 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 Surviving Corporation’s certificate articles of incorporation and by-lawsbylaws. The officers of the Company at the Effective Time shall, from and after the Effective Time, be the initial officers 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 Surviving Corporation’s certificate articles of incorporation and by-lawsbylaws.
Appears in 2 contracts
Samples: Merger Agreement (Open Text Corp), Merger Agreement (Captaris Inc)
Directors and Officers of the Surviving Corporation. (a) The directors of Sub, as of immediately prior to Merger Sub at the Effective Time shall, from and after the Effective Time, be become the directors 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 Surviving Corporation’s certificate 's Certificate of incorporation Incorporation and byBy-laws. The Laws and (b) the officers of the Company at the Effective Time shall, from and after the Effective Time, be the initial officers 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 Surviving Corporation’s certificate 's Certificate of incorporation Incorporation and byBy-lawsLaws.
Appears in 2 contracts
Samples: Merger Agreement (Case Corp), Merger Agreement (Case Credit Corp)
Directors and Officers of the Surviving Corporation. The directors of Sub, as of the Merger Sub immediately prior to the Effective Time shall, from and after 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 their respective successors shall have been are duly elected elected, designated or appointed or qualified qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and by-lawsbylaws of the Surviving Corporation. The officers of the Company at immediately prior to the Effective Time shall, from and after the Effective Time, shall be the initial officers of the Surviving Corporation Corporation, until their respective successors shall have been are duly elected elected, designated or appointed or qualified qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and by-lawsbylaws of the Surviving Corporation.
Appears in 2 contracts
Directors and Officers of the Surviving Corporation. The parties hereto shall take all necessary action such that the directors of Sub, as of immediately prior to Sub at the Effective Time shall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors shall have been duly elected or appointed or and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and by-laws. The officers of the Company at the Effective Time shall, from and after the Effective Time, be the initial officers of the Surviving Corporation until their successors shall have been duly elected or appointed or and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and by-laws.
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement (Books a Million Inc)
Directors and Officers of the Surviving Corporation. The directors of Sub, as of Sub immediately prior to the Effective Time shall, from and after the Effective Time, shall be the initial directors of the Surviving Corporation and will hold office from the Effective Time until their respective successors shall have been are duly elected or appointed or and qualified or until their earlier death, resignation or removal in accordance with the manner provided in the Certificate of Incorporation and By-laws of the Surviving Corporation’s certificate of incorporation and by-laws, or as otherwise provided by law. The officers of the Company at immediately prior to the Effective Time shall, from and after the Effective Time, shall be the initial officers of the Surviving Corporation and will hold office from the Effective Time until their respective successors shall have been duly elected or appointed or and qualified or until their earlier death, resignation or removal in accordance with the manner provided in the Certificate of Incorporation and By-laws of the Surviving Corporation’s certificate of incorporation and by-laws, or as otherwise provided by law.
Appears in 2 contracts
Samples: Merger Agreement (PCS Holding Corp), Merger Agreement (Clorox Co /De/)
Directors and Officers of the Surviving Corporation. The directors of Sub, as of Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the initial directors 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 Surviving Corporation’s certificate of incorporation and by-lawsbylaws. The officers of the Company at Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the initial officers 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 Surviving Corporation’s certificate of incorporation and by-lawsbylaws.
Appears in 2 contracts
Samples: Merger Agreement (Omrix Biopharmaceuticals, Inc.), Merger Agreement (Johnson & Johnson)
Directors and Officers of the Surviving Corporation. The directors of Merger Sub, as of immediately prior to the Effective Time shall, from and after the Effective Time, be the directors 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 Surviving Corporation’s certificate of incorporation and by-lawsbylaws. The officers of the Company at the Effective Time shall, from and after the Effective Time, be the initial officers 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 Surviving Corporation’s certificate of incorporation and by-lawsbylaws.
Appears in 2 contracts
Samples: Merger Agreement (Western Digital Corp), Merger Agreement (Cardiac Science CORP)
Directors and Officers of the Surviving Corporation. The directors of Sub, as of immediately prior to Merger Subsidiary at the Effective Time shall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors shall have been duly elected or appointed or and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate 's Certificate of incorporation Incorporation and byBy-lawsLaws. The officers of the Company NCNG at the Effective Time shall, from and after the Effective Time, be the initial officers of the Surviving Corporation until their successors shall have been duly elected or appointed or and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate 's Certificate of incorporation Incorporation and byBy-lawsLaws.
Appears in 2 contracts
Samples: Merger Agreement (Carolina Power & Light Co), Merger Agreement (Carolina Power & Light Co)
Directors and Officers of the Surviving Corporation. The (a) From and after the Effective Time, the directors of Sub, as of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, shall be the directors of the Surviving Corporation Corporation, until their successors shall have been duly elected or elected, appointed or qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation Corporation Charter and by-laws. The the Surviving Corporation Bylaws.
(b) From and after the Effective Time, the officers of the Company at the Effective Time shall, from and after the Effective Time, shall be the initial officers of the Surviving Corporation Corporation, until their successors shall have been duly elected or elected, appointed or qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation Corporation Charter and by-lawsthe Surviving Corporation Bylaws.
Appears in 2 contracts
Samples: Merger Agreement (Clearwater Paper Corp), Merger Agreement (Cellu Tissue Holdings, Inc.)
Directors and Officers of the Surviving Corporation. (a) The directors of Sub, as of Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors shall have been duly elected or appointed or and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate 's Certificate of incorporation Incorporation and by-laws. Bylaws.
(b) The officers of the Company at Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the initial officers of the Surviving Corporation until their successors shall have been duly elected or appointed or and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate 's Certificate of incorporation Incorporation and by-lawsBylaws.
Appears in 2 contracts
Samples: Merger Agreement (Corel Corp), Merger Agreement (Corel Corp)
Directors and Officers of the Surviving Corporation. The directors of Sub, as of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the initial directors 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 Surviving Corporation’s 's certificate of incorporation and by-lawsbylaws. The officers of the Company at Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the initial officers 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 Surviving Corporation’s 's certificate of incorporation and by-lawsbylaws.
Appears in 2 contracts
Samples: Merger Agreement (Flir Systems Inc), Merger Agreement (Flir Systems Inc)
Directors and Officers of the Surviving Corporation. The directors of Sub, as of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors shall have been duly elected or appointed or and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and by-lawsbylaws of the Surviving Corporation. The officers of the Company at Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the initial officers of the Surviving Corporation and shall hold office until their respective successors shall have been are duly elected and qualified, or appointed or qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and by-lawsbylaws of the Surviving Corporation.
Appears in 2 contracts
Samples: Merger Agreement (Clayton Williams Energy Inc /De), Merger Agreement (Noble Energy Inc)
Directors and Officers of the Surviving Corporation. The directors of Sub, as of immediately prior to the Effective Time shall, from and after the Effective Time, be the directors 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 Surviving Corporation’s certificate of incorporation and bybye-laws. The officers of the Company at the Effective Time shall, from and after the Effective Time, be the initial officers 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 Surviving Corporation’s certificate of incorporation and bybye-laws.
Appears in 2 contracts
Samples: Merger Agreement (NXP Semiconductors N.V.), Merger Agreement (Freescale Semiconductor, Ltd.)
Directors and Officers of the Surviving Corporation. (a) The directors of Sub, as of Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors shall have been duly elected or appointed or and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate 's Certificate of incorporation Incorporation and by-laws. Bylaws.
(b) The officers of the Company at Century immediately prior to the Effective Time shall, from and after the Effective Time, be the initial officers of the Surviving Corporation until their successors shall have been duly elected or appointed or and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate 's Certificate of incorporation Incorporation and by-lawsBylaws.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. The directors of Sub, as of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the initial directors 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 Surviving Corporation’s certificate of incorporation and by-lawsbylaws. The officers of the Company at Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the initial officers 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 Surviving Corporation’s certificate of incorporation and by-lawsbylaws.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. The From and after the Effective Time, the directors of Sub, the Surviving Corporation shall consist of the directors of Merger Sub as of immediately prior to the Effective Time shallTime, from until their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal in accordance with the Surviving Corporation's certificate of incorporation and bylaws. From and after the Effective Time, be the directors officers of the Surviving Corporation shall consist of the officers of the Merger Sub as of immediately prior to the Effective Time, until their respective successors shall have been are duly elected or appointed or qualified and qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s 's certificate of incorporation and by-laws. The officers of the Company at the Effective Time shall, from and after the Effective Time, be the initial officers 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 Surviving Corporation’s certificate of incorporation and by-lawsbylaws.
Appears in 1 contract
Samples: Merger Agreement (China Advanced Construction Materials Group, Inc)
Directors and Officers of the Surviving Corporation. The directors of Sub, as of immediately prior to the Effective Time shall, from From and after the Effective Time, the directors of Merger Sub shall be the directors of the Surviving Corporation and shall hold office until their respective successors shall have been are duly elected or appointed or and qualified or until their earlier death, resignation or removal in accordance with the Articles of Incorporation or Bylaws of the Surviving Corporation’s certificate of incorporation and by-laws. The officers of individuals specified by Parent in writing to the Company at least two business days prior to the Effective Time shall, from and after the Effective Time, Closing Date shall be the initial officers of the Surviving Corporation and shall hold office from and after the Effective Time until their respective successors shall have been are duly elected or appointed or and qualified or until their earlier death, resignation or removal in accordance with the Articles of Incorporation or Bylaws of the Surviving Corporation’s certificate of incorporation and by-laws.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. The parties hereto shall take all necessary action such that the directors of Sub, as of immediately prior to Sub at the Effective Time shall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors shall have been duly elected or appointed or and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and by-lawsbylaws. The officers of the Company at the Effective Time shall, from and after the Effective Time, be the initial officers of the Surviving Corporation until their successors shall have been duly elected or appointed or and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and by-lawsbylaws.
Appears in 1 contract
Samples: Merger Agreement (Alliance HealthCare Services, Inc)
Directors and Officers of the Surviving Corporation. The directors of Sub, as of immediately prior to the Effective Time Merger Sub shall, from and after the Effective Time, be become the initial directors of the Surviving Corporation until their successors shall have been duly elected or elected, appointed or qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and by-lawsbylaws of the Surviving Corporation and Applicable Laws. The officers of the Company at the Effective Time Buyer shall, from and after the Effective Time, be become the initial officers of the Surviving Corporation until their successors shall have been duly elected or elected, appointed or qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and by-lawsthe bylaws of the Surviving Corporation.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. (a) The directors of Sub, as of immediately prior to Newco Sub at the Effective Time shall, from and after the Effective Time, be become the directors 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 Surviving Corporation’s certificate 's Certificate of incorporation Incorporation and byBy-laws. The laws and (b) the officers of the Company Xxxxxx at the Effective Time shall, from and after the Effective Time, be the initial officers 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 Surviving Corporation’s certificate 's Certificate of incorporation Incorporation and byBy-laws.
Appears in 1 contract
Samples: Combination Agreement (New Morton International Inc)
Directors and Officers of the Surviving Corporation. The directors of Sub, as of the Purchaser immediately prior to the Effective Time shall, from and after the Effective Time, be the directors 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 Surviving Corporation’s certificate 's Certificate of incorporation Incorporation and byBy-laws. The officers of the Company at immediately prior to the Effective Time shall, from and after the Effective Time, be the initial officers 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 Surviving Corporation’s certificate 's Certificate of incorporation Incorporation and byBy-laws.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. The directors of Sub, as of immediately prior to Acquisition Sub at the Effective Time shall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors shall have been duly elected or appointed or qualified or until their earlier death, 4 6 resignation or removal in accordance with the Surviving Corporation’s certificate 's Restated Certificate of incorporation Incorporation and byAmended and Restated By-laws. The officers of the Company at the Effective Time shall, from and after the Effective Time, be the initial officers 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 Surviving Corporation’s certificate 's Restated Certificate of incorporation Incorporation and byAmended and Restated By-laws.
Appears in 1 contract
Samples: Merger Agreement (Fortress Brookdale Acquisition LLC)
Directors and Officers of the Surviving Corporation. The directors of Sub, as of immediately prior to the Effective Time shall, from and after the Effective Time, be the directors 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 Surviving Corporation’s certificate articles of incorporation and by-lawsbylaws. The officers of the Company at the Effective Time shall, from and after the Effective Time, be the initial officers 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 Surviving Corporation’s certificate articles of incorporation and by-lawsbylaws.
Appears in 1 contract
Samples: Merger Agreement (Aquantive Inc)
Directors and Officers of the Surviving Corporation. The directors of Sub, as of Purchaser immediately prior to the Effective Time shall, from and after the Effective Time, be appointed as the directors of the Surviving Corporation until their respective successors shall have been duly elected elected, designated or appointed or qualified qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and by-lawsbylaws. The officers of the Company at immediately prior to the Effective Time shall, from and after the Effective Time, continue to be the initial officers of the Surviving Corporation until their respective successors shall have been duly elected elected, designated or appointed or qualified qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and by-lawsbylaws.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. The directors of Sub, as of immediately prior to Merger Sub at the Effective Time shall, from and after the Effective Time, be the initial directors 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 Surviving Corporation’s certificate of incorporation and by-laws. The officers of the Company at the Effective Time shall, from and after the Effective Time, be the initial officers 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 Surviving Corporation’s certificate of incorporation and by-laws.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. The directors of Sub, as of immediately prior to Acquisition Sub at the Effective Time shall, from and after the Effective Time, be the directors 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 Surviving Corporation’s certificate 's Restated Certificate of incorporation Incorporation and byAmended and Restated By-laws. The officers of the Company at the Effective Time shall, from and after the Effective Time, be the initial officers 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 Surviving Corporation’s certificate 's Restated Certificate of incorporation Incorporation and byAmended and Restated By-laws.
Appears in 1 contract
Samples: Merger Agreement (Brookdale Living Communities Inc)
Directors and Officers of the Surviving Corporation. The directors of Sub, as of Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the initial directors 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 Surviving Corporation’s certificate articles of incorporation and by-laws. The officers of the Company at the Effective Time individuals set forth on Exhibit D hereto shall, from and after the Effective Time, be the initial officers 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 Surviving Corporation’s certificate articles of incorporation and by-laws.
Appears in 1 contract
