Directors and Officers of the Surviving Corporation. From and after the Effective Time, (a) the officers of Sub shall be the officers of the Surviving Corporation; and (b) the directors of Sub as of the Effective Time shall serve as directors of the Surviving Corporation, in each case, until the earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as the case may be, or until their respective successors are duly elected and qualified, as the case may be.
Appears in 7 contracts
Samples: Merger Agreement (Omnicare Inc), Merger Agreement (Omnicare Inc), Merger Agreement (NCS Healthcare Inc)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, until their respective successors are duly elected or appointed and qualified in accordance with Applicable Law, (ai) the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of Sub the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation; and (b) the directors of Sub as of the Effective Time shall serve as directors of the Surviving Corporation, in each case, until the earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as the case may be, or until their respective successors are duly elected and qualified, as the case may be.
Appears in 6 contracts
Samples: Merger Agreement (Schwab Charles Corp), Merger Agreement (Aetna Inc /Pa/), Merger Agreement (CVS HEALTH Corp)
Directors and Officers of the Surviving Corporation. From The directors of Sub and the officers of Sub immediately prior to the Effective Time shall, from and after the Effective Time, (a) the officers of Sub shall be the officers directors and officers, respectively, of the Surviving Corporation; Corporation until their successors shall have been duly elected or appointed and (b) the directors of Sub as of the Effective Time shall serve as directors of the Surviving Corporation, in each case, qualified or until the their earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as in accordance with the case may be, or until their respective successors are duly elected Surviving Corporation's Certificate of Incorporation and qualified, as the case may beBylaws.
Appears in 4 contracts
Samples: Merger Agreement (Anthracite Capital Inc), Merger Agreement (Ahi Healthcare Systems Inc), Merger Agreement (Carson Inc)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, (a) the officers of Sub shall be the officers of the Surviving Corporation; and (b) the directors of Sub as of the Effective Time shall serve as directors of the Surviving Corporation, in each case, until the earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as the case may be, or until their respective successors are duly elected and qualifiedqualified in accordance with applicable law, as the case may be, (a) the directors of Merger Sub at the Effective Time shall be the directors of the Surviving Corporation, and (b) the officers of ARO at the Effective Time shall be the officers of the Surviving Corporation.
Appears in 4 contracts
Samples: Merger Agreement (Blue Dolphin Energy Co), Merger Agreement (American Resources Offshore Inc), Agreement and Plan of Merger (American Resources Offshore Inc)
Directors and Officers of the Surviving Corporation. From The directors and officers of the Sub at the Effective Time shall, from and after the Effective Time, (a) the officers of Sub shall be the officers directors and officers, respectively, of the Surviving Corporation; and (b) the directors of Sub as of the Effective Time Corporation until their successors shall serve as directors of the Surviving Corporation, in each case, have been duly elected or appointed or qualified or until the their earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as in accordance with the case may be, or until their respective successors are duly elected Surviving Corporation's Certificate of Incorporation and qualified, as the case may beBy-laws.
Appears in 4 contracts
Samples: Merger Agreement (Tumbleweed Communications Corp), Merger Agreement (Worldtalk Communications Corp), Merger Agreement (Tumbleweed Communications Corp)
Directors and Officers of the Surviving Corporation. From The directors of Sub immediately prior to the Effective Time shall, from and after the Effective Time, (a) be the directors of the Surviving Corporation, and the officers of Sub shall the Company immediately prior to the Effective Time shall, from and after the Effective Time, be the officers of the Surviving Corporation; and (b) the directors of Sub as of the Effective Time shall serve as directors of the Surviving Corporation, in each casecase until their respective successors shall have been duly elected, designated or qualified, or until the their earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as in accordance with the case may be, or until their respective successors are duly elected Surviving Corporation’s Certificate of Incorporation and qualified, as the case may beBy-Laws.
Appears in 4 contracts
Samples: Merger Agreement (Baxalta Inc), Merger Agreement (Hospira Inc), Merger Agreement (Pfizer Inc)
Directors and Officers of the Surviving Corporation. From The directors and officers of the Sub at the Effective Time shall, from and after the Effective Time, (a) the officers of Sub shall be the officers directors and officers, respectively, of the Surviving Corporation; and (b) the directors of Sub as of the Effective Time Corporation until their successors shall serve as directors of the Surviving Corporation, in each case, have been duly elected or appointed or qualified or until the their earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as in accordance with the case may be, or until their respective successors are duly elected Surviving Corporation's Articles of Incorporation and qualified, as the case may beBy-laws.
Appears in 3 contracts
Samples: Merger Agreement (Tumbleweed Communications Corp), Merger Agreement (Interface Systems Inc), Merger Agreement (Tumbleweed Communications Corp)
Directors and Officers of the Surviving Corporation. From The directors and officers of Sub immediately prior to the Effective Time shall, from and after the Effective Time, (a) the officers of Sub shall be the officers directors and officers, respectively, of the Surviving Corporation; Corporation until their successors shall have been duly elected or appointed and (b) the directors of Sub as of the Effective Time shall serve as directors of the Surviving Corporation, in each case, qualified or until the their earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as in accordance with the case may be, or until their respective successors are duly elected Surviving Corporation's articles of incorporation and qualified, as the case may becode of regulations.
Appears in 3 contracts
Samples: Merger Agreement (Bon Ton Stores Inc), Merger Agreement (Elder Beerman Stores Corp), Merger Agreement (Elder Beerman Stores Corp)
Directors and Officers of the Surviving Corporation. From and after The directors of Sub immediately prior to the Effective TimeTime shall be the directors of the Surviving Corporation, (a) and the officers of Sub the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation; and (b) the directors of Sub as of the Effective Time shall serve as directors of the Surviving Corporation, in each case, until the earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as the case may be, or until their respective successors are duly elected and qualified, as the case may be.
Appears in 3 contracts
Samples: Merger Agreement (Gilead Sciences Inc), Merger Agreement (Nexstar Pharmaceuticals Inc), Merger Agreement (Warburg Pincus Investors Lp)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, (a) the officers of Sub shall be the officers of the Surviving Corporation; and (b) the The directors of Sub as of immediately prior to the Effective Time shall serve as be the directors of the Surviving Corporation, in each case, until the earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as the case may be, or until their respective successors are duly elected and qualified, as the case may be.
(b) The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.
Appears in 3 contracts
Samples: Merger Agreement (Yahoo Inc), Agreement and Plan of Merger (BPC Holding Corp), Merger Agreement (Hotjobs Com LTD)
Directors and Officers of the Surviving Corporation. From The directors of Sub and the officers of Sub immediately prior to the Effective Time shall, from and after the Effective Time, (a) the officers of Sub shall be the officers directors and officers, respectively, of the Surviving Corporation; Corporation until their respective successors shall have been duly elected or appointed and (b) the directors of Sub as of the Effective Time shall serve as directors of the Surviving Corporation, in each case, qualified or until the their earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as in accordance with the case may be, or until their respective successors are duly elected Surviving Corporation's Certificate of Incorporation and qualified, as the case may beBylaws.
Appears in 2 contracts
Samples: Merger Agreement (Proxima Corp), Merger Agreement (Ask Asa)
Directors and Officers of the Surviving Corporation. From The directors and officers of Sub immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation from and after the Effective Time, (a) the officers of Sub until their successors shall be the officers of the Surviving Corporation; have been duly elected or appointed and (b) the directors of Sub as of the Effective Time shall serve as directors of the Surviving Corporation, in each case, qualified or until the their earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as in accordance with the case may be, or until their respective successors are duly elected Surviving Corporation's Certificate of Incorporation and qualified, as the case may beBylaws.
Appears in 2 contracts
Samples: Merger Agreement (Radiance Medical Systems Inc /De/), Merger Agreement (Cardiovascular Dynamics Inc)
Directors and Officers of the Surviving Corporation. From The directors of Sub and the officers of Sub immediately prior to the Effective Time shall, from and after the Effective Time, (a) the officers of Sub shall be the officers directors and officers, respectively, of the Surviving Corporation; Corporation until their successors shall have been duly elected or appointed and (b) the directors of Sub as of the Effective Time shall serve as directors of the Surviving Corporation, in each case, qualified or until the their earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as in accordance with the case may be, or until their respective successors are duly elected Surviving Corporation's Articles of Incorporation and qualified, as the case may beBylaws.
Appears in 2 contracts
Samples: Merger Agreement (General Scanning Inc \Ma\), Merger Agreement (Fpa Medical Management Inc)
Directors and Officers of the Surviving Corporation. From The directors and officers of Sub immediately prior to the Effective Time shall, from and after the Effective Time, (a) the officers of Sub shall be the officers directors and officers, respectively, of the Surviving Corporation; Corporation until their successors shall have been duly elected or appointed and (b) the directors of Sub as of the Effective Time shall serve as directors of the Surviving Corporation, in each case, qualified or until the their earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as in accordance with the case may be, or until their respective successors are duly elected Surviving Corporation’s certificate of incorporation and qualified, as the case may bebylaws.
Appears in 2 contracts
Samples: Merger Agreement (Garden Fresh Restaurant Corp /De/), Agreement and Plan of Merger (Garden Fresh Restaurant Corp /De/)
Directors and Officers of the Surviving Corporation. From The directors of Sub immediately prior to the Effective Time shall, from and after the Effective Time, (a) be the directors of the Surviving Corporation, and the officers of Sub shall immediately prior to the Effective Time shall, from and after the Effective Time, be the officers of the Surviving Corporation; and (b) the directors of Sub as of the Effective Time shall serve as directors of the Surviving Corporation, in each casecase until their respective successors shall have been duly elected, designated or qualified, or until the their earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as in accordance with the case may be, or until their respective successors are duly elected Surviving Corporation’s Articles of Incorporation and qualified, as the case may beBy-Laws.
Appears in 2 contracts
Samples: Merger Agreement (Genzyme Corp), Merger Agreement (Bone Care International Inc)
Directors and Officers of the Surviving Corporation. From The directors of Sub and the officers of Sub immediately prior to the Effective Time shall, from and after the Effective Time, (a) the officers of Sub shall be the officers directors and officers, respectively, of the Surviving Corporation; Corporation until their successors shall have been duly elected or appointed and (b) the directors of Sub as of the Effective Time shall serve as directors of the Surviving Corporation, in each case, qualified or until the their earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as in accordance with the case may be, or until their respective successors are duly elected Surviving Corporation's Articles of Incorporation and qualified, as the case may beBy-Laws.
Appears in 2 contracts
Samples: Merger Agreement (Alpnet Inc), Merger Agreement (Alpnet Inc)
Directors and Officers of the Surviving Corporation. From The directors and officers of Sub immediately prior to the Effective Time shall, from and after the Effective Time, (a) the officers of Sub shall be the officers directors and officers, respectively, of the Surviving Corporation; Corporation until their successors shall have been duly elected or appointed and (b) the directors of Sub as of the Effective Time shall serve as directors of the Surviving Corporation, in each case, qualified or until the their earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as in accordance with the case may be, or until their respective successors are duly elected Surviving Corporation's Certificate of Incorporation and qualified, as the case may beBy- laws.
Appears in 2 contracts
Samples: Merger Agreement (Arrow Electronics Inc), Merger Agreement (Arrow Electronics Inc)
Directors and Officers of the Surviving Corporation. From The directors of Sub immediately prior to the Effective Time shall, from and after the Effective Time, (a) be the directors of the Surviving Corporation, and the officers of Sub shall immediately prior to the Effective Time shall, from and after the Effective Time, be the officers of the Surviving Corporation; and (b) the directors of Sub as of the Effective Time shall serve as directors of the Surviving Corporation, in each casecase until their respective successors shall have been duly elected, designated or qualified, or until the their earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as in accordance with the case may be, or until their respective successors are duly elected Surviving Corporation’s Certificate of Incorporation and qualified, as the case may beBy-Laws.
Appears in 2 contracts
Samples: Merger Agreement (Genzyme Corp), Merger Agreement (Bioenvision Inc)
Directors and Officers of the Surviving Corporation. From The directors and officers of Sub immediately prior to the Effective Time and such others as Parent shall have designated, if any, shall, from and after the Effective Time, (a) the officers of Sub shall be the officers directors and officers, respectively, of the Surviving Corporation; Corporation until their successors shall have been duly elected or appointed and (b) the directors of Sub as of the Effective Time shall serve as directors of the Surviving Corporation, in each case, qualified or until the their earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as in accordance with the case may be, or until their respective successors are duly elected Charter and qualified, as the case may beBylaws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (AmNet Mortgage, Inc.), Agreement and Plan of Merger (Wachovia Corp New)
Directors and Officers of the Surviving Corporation. From The directors and officers of Sub immediately prior to the Effective Time shall, from and after the Effective Time, (a) the officers of Sub shall be the officers directors and officers, respectively, of the Surviving Corporation; Corporation until their successors shall have been duly elected or appointed and (b) the directors of Sub as of the Effective Time shall serve as directors of the Surviving Corporation, in each case, qualified or until the their earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as in accordance with the case may be, or until their respective successors are duly elected Surviving Corporation's Certificate of Incorporation and qualified, as the case may beBy-laws.
Appears in 2 contracts
Samples: Merger Agreement (Arrow Electronics Inc), Merger Agreement (Richey Electronics Inc)
Directors and Officers of the Surviving Corporation. From The directors and officers of Sub immediately prior to the Effective Time shall, from and after the Effective Time, (a) the officers of Sub shall be the officers directors and officers, respectively, of the Surviving Corporation; Corporation until their successors shall have been duly elected or appointed and (b) the directors of Sub as of the Effective Time shall serve as directors of the Surviving Corporation, in each case, qualified or until the their earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as in accordance with the case may be, or until their respective successors are duly elected Surviving Corporation's Certificate of Incorporation and qualified, as the case may beBylaws.
Appears in 2 contracts
Samples: Merger Agreement (Food Lion Inc), Merger Agreement (Kash N Karry Food Stores Inc)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with applicable Law, (a) the directors of Sub at the Effective Time shall be the directors of the Surviving Corporation and (b) the officers of Sub the Company at the Effective Time shall be the officers of the Surviving Corporation; and (b) the directors of Sub as of the Effective Time shall serve as directors of the Surviving Corporation, in each case, until the earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as the case may be, or until their respective successors are duly elected and qualified, as the case may be.
Appears in 2 contracts
Samples: Merger Agreement (Mercator Software Inc), Merger Agreement (Ascential Software Corp)
Directors and Officers of the Surviving Corporation. From The directors of Sub immediately prior to the Effective Time shall, from and after the Effective Time, (a) the officers of Sub shall be the officers directors and officers, respectively, of the Surviving Corporation; Corporation until their successors shall have been duly elected or appointed and (b) the directors of Sub as of the Effective Time shall serve as directors of the Surviving Corporation, in each case, qualified or until the their earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as in accordance with the case may be, or until their respective successors are duly elected Surviving Corporation’s Certificate of Incorporation and qualified, as the case may beBylaws.
Appears in 2 contracts
Samples: Merger Agreement (Progen Pharmaceuticals LTD), Merger Agreement (Progen Pharmaceuticals LTD)
Directors and Officers of the Surviving Corporation. From The directors and after the Effective Time, (a) the officers of Sub immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation; and (b) the directors of Sub as of Corporation at the Effective Time shall serve as Time. The directors and officers of the Surviving Corporation, in each case, Corporation shall hold office until the their respective successors shall have been duly elected or appointed and qualified or until their earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as in accordance with the case may be, or until their respective successors are duly elected Articles of Incorporation and qualified, as Bylaws of the case may beSurviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (United Dental Care Inc /De/), Merger Agreement (Home Beneficial Corp)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, (a) the officers of Sub shall be the officers of the Surviving Corporation; and (b) the The directors of Sub as of immediately prior to the Effective Time shall serve as be the directors of the Surviving Corporation, in each case, until the earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as the case may be, or until their respective successors are duly elected and qualified, as the case may be.
(b) The officers of Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.
Appears in 2 contracts
Samples: Merger Agreement (Headwaters Inc), Merger Agreement (Headwaters Inc)
Directors and Officers of the Surviving Corporation. From The directors and officers of Sub immediately prior to the Effective Time and such other individuals specified by the Board of Directors of Sub as officers prior to the Effective Time shall, from and after the Effective Time, (a) the officers of Sub shall be the officers directors and officers, respectively, of the Surviving Corporation; Corporation until their successors shall have been duly elected or appointed and (b) the directors of Sub as of the Effective Time shall serve as directors of the Surviving Corporation, in each case, qualified or until the their earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as in accordance with the case may be, or until their respective successors are duly elected Surviving Corporation's Articles of Incorporation and qualified, as the case may beRegulations.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. From and after the Effective Time, (a) the directors and officers of Sub shall be the directors and officers of the Surviving Corporation; and (b) the directors of Sub as of the Effective Time shall serve as directors of the Surviving Corporation, in each case, until the earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as the case may be, or until their respective successors are duly elected and qualified, as the case may be.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. From The directors of Sub immediately prior to the Effective Time shall, from and after the Effective Time, (a) be the directors of the Surviving Corporation, and the officers of Sub shall the Company immediately prior to the Effective Time shall, from and after the Effective Time, be the officers of the Surviving Corporation; and (b) the directors of Sub as of the Effective Time shall serve as directors of the Surviving Corporation, in each casecase until their respective successors shall have been duly elected, designated or qualified, or until the their earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as in accordance with the case may be, or until their respective successors are duly elected Surviving Corporation's Certificate of Incorporation and qualified, as the case may beBy-Laws.
Appears in 1 contract
Samples: Merger Agreement (Shire PLC)
Directors and Officers of the Surviving Corporation. From The directors and officers of the Sub at the Effective Time shall, from and after the Effective Time, (a) the officers of Sub shall be the officers directors and officers, respectively, of the Surviving Corporation; and (b) the directors of Sub as of the Effective Time Corporation until their successors shall serve as directors of the Surviving Corporation, in each case, have been duly elected or appointed or qualified or until the their earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as in accordance with the case may be, or until their respective successors are duly elected certificate of incorporation and qualified, as the case may beby-laws of the Surviving Corporation.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. From At the Effective --------------------------------------------------- Time, the directors of Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, until their successors are duly elected or appointed and after qualified in accordance with applicable law. At the Effective Time, (a) the officers of Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation; and (b) the directors of Sub as of the Effective Time shall serve as directors of the Surviving Corporation, in each case, until the earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as the case may be, or until their respective successors are duly elected or appointed and qualified, as the case may bequalified in accordance with applicable law.
Appears in 1 contract
Samples: Merger Agreement (Osullivan Corp)
Directors and Officers of the Surviving Corporation. From The directors and officers of Sub immediately prior to the Effective Time shall, from and after the Effective Time, (a) the officers of Sub shall be the officers directors and officers, respectively, of the Surviving Corporation; Corporation until their successors shall have been duly elected or appointed and (b) the directors of Sub as of the Effective Time shall serve as directors of the Surviving Corporation, in each case, qualified or until the their earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as in accordance with the case may be, or until their respective successors are duly elected Surviving Corporation’s articles of incorporation and qualified, as the case may becode of regulations.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. From The directors and after the Effective Time, (a) the officers of Sub immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation; and (b) the directors of Sub as of Corporation at the Effective Time shall serve as Time. The directors and officers of the Surviving Corporation, in each case, Corporation shall hold office until the their respective successors shall have been duly elected or appointed and qualified or until their earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as in accordance with the case may be, or until their respective successors are duly elected Articles of Incorporation and qualified, as By-laws of the case may beSurviving Corporation.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. From and after The directors of Sub immediately before the Effective TimeTime will be the directors of the Surviving Corporation, (a) each of such directors to hold office, subject to the applicable provisions of the Bylaws of the Surviving Corporation, until the expiration of the term for which such director was elected and until his or her successor is elected and has qualified or as otherwise provided in the Bylaws of the Surviving Corporation. The officers of Sub shall immediately before the Effective Time will be the officers of the Surviving Corporation; and (b) the directors of Sub as of the Effective Time shall serve as directors of the Surviving Corporation, in each case, until the earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as the case may be, or Corporation until their respective successors are duly elected chosen and qualified, have qualified or as otherwise provided in the case may beBylaws of the Surviving Corporation.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. From The directors of Sub and the officers of Sub immediately prior to the Effective Time shall, from and after the Effective Time, (a) the officers of Sub shall be the officers directors and officers, respectively, of the Surviving Corporation; Corporation until their successors shall have been duly elected or appointed and (b) the directors of Sub as of the Effective Time shall serve as directors of the Surviving Corporation, in each case, qualified or until the their earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as in accordance with the case may be, or until their respective successors are duly elected Surviving Corporation’s Certificate of Incorporation and qualified, as the case may beBylaws.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. From The directors of Sub and the officers of the Company immediately prior to the Effective Time shall, from and after the Effective Time, (a) the officers of Sub shall be the officers directors and officers, respectively, of the Surviving Corporation; Corporation until their successors shall have been duly elected or appointed and (b) the directors of Sub as of the Effective Time shall serve as directors of the Surviving Corporation, in each case, qualified or until the their earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as in accordance with the case may be, or until their respective successors are duly elected Surviving Corporation's Certificate of Incorporation and qualified, as the case may beBy-Laws.
Appears in 1 contract
Samples: Merger Agreement (Telescan Inc)
Directors and Officers of the Surviving Corporation. From The directors and the officers of Sub immediately prior to the Effective Time shall, from and after the Effective Time, (a) the officers of Sub shall be the officers directors and officers, respectively, of the Surviving Corporation; Corporation until their successors shall have been duly elected or appointed and (b) the directors of Sub as of the Effective Time shall serve as directors of the Surviving Corporation, in each case, qualified or until the their earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as in accordance with the case may be, or until their respective successors are duly elected Surviving Corporation's articles of incorporation and qualified, as the case may bebylaws.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. From The directors and officers of the Sub at the Effective Time shall, from and after the Effective Time, (a) the officers of Sub shall be the officers directors and officers, respectively, of the Surviving Corporation; and (b) the directors of Sub as of the Effective Time Corporation until their successors shall serve as directors of the Surviving Corporation, in each case, have been duly elected or appointed or qualified or until the their earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as in accordance with the case may be, or until their respective successors are duly elected Surviving Corporation’s Certificate of Incorporation and qualified, as the case may beBy-laws.
Appears in 1 contract
Samples: Merger Agreement (Valicert Inc)
Directors and Officers of the Surviving Corporation. From and after At the Effective Time, (a) the officers directors of Sub the Surviving Corporation shall be those persons who were the directors of Merger Sub, in each case until their successors are elected or appointed and qualified or until their earlier resignation or removal. The officers of the Surviving Corporation; and (b) Corporation shall be those persons who were the directors officers of Sub as of the Effective Time shall serve as directors of the Surviving CorporationMerger Sub, in each case, until the earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as the case may be, or until their respective successors are duly elected or appointed and qualified, as the case may bequalified or until their earlier resignation or removal.
Appears in 1 contract
Samples: Merger Agreement (Cost U Less Inc)
Directors and Officers of the Surviving Corporation. From The directors of the Sub and the officers of the Sub immediately prior to the Effective Time shall, from and after the Effective Time, (a) the officers of Sub shall be the officers directors and officers, respectively, of the Surviving Corporation; Corporation until their successors shall have been duly elected or appointed and (b) the directors of Sub as of the Effective Time shall serve as directors of the Surviving Corporation, in each case, qualified or until the their earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as in accordance with the case may be, or until their respective successors are duly elected Surviving Corporation's Articles of Incorporation and qualified, as the case may beBylaws.
Appears in 1 contract
Samples: Merger Agreement (Geodynamics Corp)
Directors and Officers of the Surviving Corporation. From and after At the Effective Time, (a) the directors of Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, until their successors are duly elected or appointed and qualified in accordance with applicable law. At the Effective Time, the officers of Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation; and (b) the directors of Sub as of the Effective Time shall serve as directors of the Surviving Corporation, in each case, until the earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as the case may be, or until their respective successors are duly elected or appointed and qualified, as the case may bequalified in accordance with applicable law.
Appears in 1 contract
Samples: Merger Agreement (Geon Co)
Directors and Officers of the Surviving Corporation. From and after The directors of Sub immediately prior to the Effective Time, (a) Time will be the directors of the Surviving Corporation and the officers of Sub shall immediately prior to the Effective Time will be the officers of the Surviving Corporation; and (b) the directors of Sub as of the Effective Time shall serve as directors of the Surviving Corporation, in each case, Corporation until the earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as the case may be, or until their respective successors are duly elected and qualified, as the case may be.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. From The directors of Sub immediately prior to the Effective Time shall, from and after the Effective Time, (a) be the directors of the Surviving Corporation, and the officers of Sub shall immediately prior to the Effective Time shall, from and after the Effective Time, be the officers of the Surviving Corporation; and (b) the directors of Sub as of the Effective Time shall serve as directors of the Surviving Corporation, in each casecase until their respective successors shall have been duly elected, designated or qualified, or until the their earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as in accordance with the case may be, or until their respective successors are duly elected Surviving Corporation’s Certificate of Incorporation and qualified, as the case may beby-laws.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. From The directors and officers of Sub immediately prior to the Effective Time shall, from and after the Effective Time, (a) the officers of Sub shall be the officers directors and officers, respectively, of the Surviving Corporation; Corporation until their successors shall have been duly elected or appointed and (b) the directors of Sub as of the Effective Time shall serve as directors of the Surviving Corporation, in each case, qualified or until the their earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as in accordance with the case may be, or until their respective successors are duly elected Surviving Corporation's Articles of Incorporation and qualified, as the case may beRegulations.
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Directors and Officers of the Surviving Corporation. From The directors and officers of the Sub at the Effective Time shall, from and after the Effective Time, (a) the officers of Sub shall be the directors and officers of the Surviving Corporation; Corporation until their successors shall have been duly elected or appointed and (b) the directors of Sub as of the Effective Time shall serve as directors of qualified or until their earlier death, resignation, or removal in accordance with the Surviving Corporation, in each case, until the earlier 's Articles of their death, resignation or removal or otherwise ceasing to be an officer or a director, as the case may be, or until their respective successors are duly elected Incorporation and qualified, as the case may beBy-laws.
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Directors and Officers of the Surviving Corporation. From The directors of Sub and the officers of Sub immediately prior to the Effective Time shall, from and after the Effective Time, (a) the officers of Sub shall be the officers directors and officers, 4 9 respectively, of the Surviving Corporation; Corporation until their successors shall have been duly elected or appointed and (b) the directors of Sub as of the Effective Time shall serve as directors of the Surviving Corporation, in each case, qualified or until the their earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as in accordance with the case may be, or until their respective successors are duly elected Surviving Corporation's Certificate of Incorporation and qualified, as the case may beBy-Laws.
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Directors and Officers of the Surviving Corporation. From The directors and officers of Sub at the Effective Time shall, from and after the Effective Time, (a) the officers of Sub shall be the officers directors and officers, respectively, of the Surviving Corporation; and (b) the directors of Sub as of the Effective Time Corporation until their successors shall serve as directors of the Surviving Corporation, in each case, have been duly elected or appointed or qualified or until the their earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as in accordance with the case may be, or until their respective successors are duly elected Certificate of Incorporation and qualified, as the case may beBylaws.
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