Common use of Directors and Officers Clause in Contracts

Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Law, (i) the directors of Merger Subsidiary at the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation.

Appears in 57 contracts

Samples: Merger Agreement (LiveVox Holdings, Inc.), Merger Agreement (McAfee Corp.), Merger Agreement (McAfee Corp.)

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Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable law, (i) the directors of Merger Subsidiary at the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation.

Appears in 35 contracts

Samples: Merger Agreement (Oracle Corp /De/), Merger Agreement (Oracle Corp /De/), Merger Agreement (Peoplesoft Inc)

Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Law, (i) the directors of Merger Subsidiary at immediately prior to the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company at Merger Subsidiary immediately prior to the Effective Time shall be the officers of the Surviving Corporation.

Appears in 16 contracts

Samples: Merger Agreement (Alexion Pharmaceuticals, Inc.), Merger Agreement (Oracle Corp), Merger Agreement (Micros Systems Inc)

Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Law, (i) the directors of Merger Subsidiary at the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company Merger Subsidiary at the Effective Time shall be the officers of the Surviving Corporation.

Appears in 14 contracts

Samples: Merger Agreement (Juniper Networks Inc), Merger Agreement (Hewlett Packard Enterprise Co), Merger Agreement (Aveo Pharmaceuticals, Inc.)

Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable law, (i) the directors of Merger Subsidiary at the Effective Time shall be the directors of the Surviving Corporation Corporation, and (ii) the officers of the Company Merger Subsidiary at the Effective Time shall be the officers of the Surviving Corporation.

Appears in 10 contracts

Samples: Merger Agreement (Computer Associates International Inc), Merger Agreement (Sheridan Energy Inc), Merger Agreement (HCC Insurance Holdings Inc/De/)

Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable law, (i) the directors of Merger Subsidiary at the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company Merger Subsidiary at the Effective Time shall be the officers of the Surviving Corporation.

Appears in 9 contracts

Samples: Merger Agreement (Affymetrix Inc), Merger Agreement (Affymetrix Inc), Merger Agreement (Multilink Technology Corp)

Directors and Officers. From and after the Effective Time, Time (until ---------------------- successors are duly elected or appointed and qualified in accordance with Applicable Lawqualified), (ia) the Acquiror's directors of Merger Subsidiary at the Effective Time shall be the Surviving Corporation's directors of the Surviving Corporation and (iib) the Company's officers of the Company at immediately prior to the Effective Time shall be the officers of the Surviving Corporation.'s officers

Appears in 8 contracts

Samples: Agreement and Plan of Merger (Blum Capital Partners Lp), Merger Agreement (Wardlaw William M), Agreement and Plan of Merger (Fs Equity Partners Iii Lp)

Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Law, (i) the directors of Merger Subsidiary at Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company at immediately prior to the Effective Time shall be the officers of the Surviving Corporation.

Appears in 8 contracts

Samples: Agreement and Plan of Merger (RMG Networks Holding Corp), Merger Agreement (Parexel International Corp), Merger Agreement (Ariad Pharmaceuticals Inc)

Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable law, (ia) the directors of Merger Subsidiary MergerSub at the Effective Time shall be the directors of the Surviving Corporation Corporation, and (iib) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation.

Appears in 8 contracts

Samples: Merger Agreement (Donaldson Lufkin & Jenrette Inc /Ny/), Agreement and Plan of Merger (Apollo Investment Fund Iii Lp), Merger Agreement (Lee Thomas H Equity Fund Iii L P)

Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Law, (i) the directors of Merger Subsidiary at the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company Merger Subsidiary at the Effective Time shall be the officers of the Surviving Corporation.

Appears in 7 contracts

Samples: Merger Agreement (Realogy Holdings Corp.), Merger Agreement (Telular Corp), Merger Agreement (Blue Coat Systems Inc)

Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable applicable Law, (i) the directors of Merger Subsidiary at the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company Merger Subsidiary at the Effective Time shall be the officers of the Surviving Corporation.

Appears in 7 contracts

Samples: Merger Agreement (Liberty Corp), Merger Agreement (Kellogg Co), Agreement and Plan of Restructuring and Merger (Flowers Industries Inc /Ga)

Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Law, (i) the directors of Merger Subsidiary at immediately prior to the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company at Merger Subsidiary immediately prior to the Effective Time shall be the officers of the Surviving Corporation.

Appears in 6 contracts

Samples: Merger Agreement (CERNER Corp), Merger Agreement, Agreement and Plan of Merger (Oracle Corp)

Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Law, (i) the directors of Merger Subsidiary Sub at the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company Merger Sub at the Effective Time shall be the officers of the Surviving Corporation.

Appears in 6 contracts

Samples: Merger Agreement (Goodrich Petroleum Corp), Merger Agreement (ProFrac Holding Corp.), Merger Agreement (FTS International, Inc.)

Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Delaware Law, (ia) the directors of Merger Subsidiary at the Effective Time shall be the directors of the Surviving Corporation and (iib) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation.

Appears in 6 contracts

Samples: Merger Agreement (RP Management, LLC), Merger Agreement (Ramius Value & Opportunity LLC), Merger Agreement (Cypress Bioscience Inc)

Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with the bylaws and Applicable Law, (i) the directors of Merger Subsidiary at the Effective Time shall be the directors of the Surviving Corporation Entity and (ii) the officers of the Company Merger Subsidiary at the Effective Time shall be the officers of the Surviving CorporationEntity.

Appears in 6 contracts

Samples: Merger Agreement (Dover Motorsports Inc), Merger Agreement (Dover Downs Gaming & Entertainment Inc), Agreement and Plan of Merger (Pepsiamericas Inc/Il/)

Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Law, (i) the directors of Merger Subsidiary at the Effective Time shall be the directors of the Surviving Corporation Corporation, and (ii) the officers of the Company Merger Subsidiary at the Effective Time shall be the officers of the Surviving Corporation.

Appears in 6 contracts

Samples: Merger Agreement (Callidus Software Inc), Merger Agreement (Formfactor Inc), Merger Agreement (Formfactor Inc)

Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Delaware Law, (i) the directors of Merger Subsidiary at the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation.

Appears in 6 contracts

Samples: Merger Agreement (Sears Hometown & Outlet Stores, Inc.), Merger Agreement (Foundation Medicine, Inc.), Merger Agreement (Roche Holding LTD)

Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable law, (ia) the directors of Merger Subsidiary at the Effective Time shall be the directors of the Surviving Corporation Corporation, and (iib) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation.

Appears in 5 contracts

Samples: Merger Agreement (Major Realty Corp), Merger Agreement (Compaq Dallas Inc), Merger Agreement (Premier Industrial Corp)

Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Law, or until their earlier death, resignation or removal in accordance with the Organizational Documents of the Surviving Corporation, (i) the directors of Merger Subsidiary at Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company at immediately prior to the Effective Time shall be the officers of the Surviving Corporation.

Appears in 5 contracts

Samples: Merger Agreement (Medicines Co /De), Merger Agreement (Goldfield Corp), Merger Agreement (Goldfield Corp)

Directors and Officers. From and after the Effective Time, Time (until successors are duly elected or appointed and qualified in accordance with Applicable Lawqualified), (ia) the Acquiror's directors of Merger Subsidiary at the Effective Time shall be the Surviving Corporation's directors of the Surviving Corporation and (iib) the Company's officers of the Company at immediately prior to the Effective Time shall be the officers of the Surviving Corporation.'s officers

Appears in 5 contracts

Samples: Merger Agreement (Blum Capital Partners Lp), Agreement and Plan of Merger (Malek Frederic V), Merger Agreement (Koll Donald M)

Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Law, (ia) the directors of Merger Subsidiary Sub at the Effective Time shall be the directors of the Surviving Corporation and (iib) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation.

Appears in 5 contracts

Samples: Merger Agreement (AssetMark Financial Holdings, Inc.), Merger Agreement (Chase Corp), Merger Agreement (Chase Corp)

Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable law, (ia) the directors of Merger Subsidiary Co. at the Effective Time shall be the directors of the Surviving Corporation Corporation, and (iib) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation.

Appears in 5 contracts

Samples: Merger Agreement (Tyson Foods Inc), Merger Agreement (Ibp Inc), Merger Agreement (Itc Deltacom Inc)

Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable law, (i) the directors and officers of Merger Subsidiary at the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation.

Appears in 5 contracts

Samples: Merger Agreement (Pharmhouse Corp), Merger Agreement (Pharmhouse Corp), Merger Agreement (Phar Mor Inc)

Directors and Officers. From and after the Effective Time, until successors are duly elected elected, appointed or appointed and qualified otherwise designated in accordance with Applicable applicable Law, (i) the directors of the Merger Subsidiary Sub at the Effective Time shall be the directors of the Surviving Corporation Company, and (ii) the officers of the Company at the Effective Time shall be the officers of the Surviving CorporationCompany, each such initial director and initial officer to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Company as in effect from and after the Effective Time.

Appears in 4 contracts

Samples: Merger Agreement (Porch Group, Inc.), Agreement and Plan of Merger (Nasdaq, Inc.), Merger Agreement (Par Pharmaceutical Companies, Inc.)

Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable law, (i) the directors of Merger Subsidiary Parent at the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company Parent at the Effective Time shall be the officers of the Surviving Corporation.

Appears in 4 contracts

Samples: Merger Agreement (Mercantile Bankshares Corp), Merger Agreement (Cn Bancorp Inc), Merger Agreement (Sandy Spring Bancorp Inc)

Directors and Officers. From and after the Effective Time, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified in accordance with Applicable applicable Law, (ia) the directors of Merger Subsidiary Buyer at the Effective Time shall be the directors of the Surviving Corporation Corporation, and (iib) the officers of the Company Buyer at the Effective Time shall be the officers of the Surviving Corporation.

Appears in 4 contracts

Samples: Merger Agreement (Us Unwired Inc), Agreement and Plan of Merger (Sprint Corp), Merger Agreement (Us Unwired Inc)

Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawthe DGCL and the certificate of incorporation and bylaws of the Surviving Corporation, (ia) the directors of Merger Subsidiary Sub at the Effective Time shall be the directors of the Surviving Corporation Corporation, and (iib) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation.

Appears in 4 contracts

Samples: Merger Agreement (PanAmSat Holding CORP), Transaction Agreement (Panamsat Corp /New/), Merger Agreement (Intelsat LTD)

Directors and Officers. From and after the Effective Time, until their respective successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable law, (ia) the directors of Merger Subsidiary Sub at the Effective Time shall be the directors of the Surviving Corporation and (iib) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation.

Appears in 4 contracts

Samples: Merger Agreement (BNMC Acquisition Co), Merger Agreement (BNC Mortgage Inc), Merger Agreement (Buckley Evan R)

Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable the certificate of incorporation and bylaws of the Surviving Corporation and applicable Law, (ia) the directors of Merger Subsidiary Sub at the Effective Time shall will be the directors of the Surviving Corporation and (iib) the officers of the Company Merger Sub at the Effective Time shall will be the officers of the Surviving Corporation.

Appears in 4 contracts

Samples: Merger Agreement (Maravai Lifesciences Holdings, Inc.), Merger Agreement (Roper Technologies Inc), Merger Agreement (Roper Technologies Inc)

Directors and Officers. From and after the Effective Time, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified in accordance with Applicable applicable Law, (ia) the directors of Merger Subsidiary Buyer at the Effective Time shall be the directors of the Surviving Corporation and (iib) the officers of the Company Buyer at the Effective Time shall be the officers of the Surviving Corporation.

Appears in 4 contracts

Samples: Merger Agreement (Sprint Nextel Corp), Merger Agreement (iPCS, INC), Merger Agreement (Alamosa Holdings Inc)

Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified (or earlier resignation or removal) in accordance with Applicable Lawapplicable law, (ia) the directors of Merger Subsidiary Buyer at the Effective Time shall be the directors of the Surviving Corporation and (iib) the officers of the Company DOCP at the Effective Time shall be the officers of the Surviving Corporation.

Appears in 4 contracts

Samples: Merger Agreement (Norfolk Southern Corp), Merger Agreement (CSX Corp), Merger Agreement (Delaware Otsego Corp)

Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Law, (ia) the directors of Merger Subsidiary at the Effective Time shall be the directors of the Surviving Corporation and (iib) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation.

Appears in 4 contracts

Samples: Merger Agreement (Sportsman's Warehouse Holdings, Inc.), Merger Agreement (Zep Inc.), Merger Agreement (Amc Entertainment Holdings, Inc.)

Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable law, (i) the directors director of Merger Subsidiary Acquisition at the Effective Time shall be the directors sole director of the Surviving Corporation and (ii) the officers of the Company at the Effective Time Surviving Corporation shall be the officers of the Surviving Corporationas set forth on Schedule 2.3 hereto.

Appears in 4 contracts

Samples: Merger Agreement (Integrated Electrical Services Inc), Merger Agreement (Integrated Electrical Services Inc), Merger Agreement (Integrated Electrical Services Inc)

Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Law, (i) the The directors of Merger ---------------------- Subsidiary at and the officers of the Company immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation until their respective successors are duly elected and (ii) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporationqualified.

Appears in 4 contracts

Samples: Merger Agreement (Merck & Co Inc), Merger Agreement (Shopko Stores Inc), Merger Agreement (Merck & Co Inc)

Directors and Officers. From and after the Effective Time, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable law, (i) the directors of Merger Subsidiary Buyer at the Effective Time shall be the directors of the Surviving Corporation Corporation, and (ii) the officers of the Company Buyer at the Effective Time shall be the officers of the Surviving Corporation.

Appears in 4 contracts

Samples: Merger Agreement (General Electric Co), Merger Agreement (National Service Industries Inc), Merger Agreement (Showpower Inc)

Directors and Officers. From and after the Effective Time, until their respective successors are duly elected or appointed and qualified in accordance with Applicable Law, (i) the directors of Merger Subsidiary at the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation.

Appears in 4 contracts

Samples: Merger Agreement (Shire Pharmaceutical Holdings Ireland Ltd.), Merger Agreement (NPS Pharmaceuticals Inc), Merger Agreement (Aetna Inc /Pa/)

Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable law, (ia) the directors of Merger Subsidiary at the Effective Time shall be the directors of the Surviving Corporation and (iib) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation.

Appears in 4 contracts

Samples: Merger Agreement (Compaq Boston Inc), Merger Agreement (Apb Acquisition Corp), Merger Agreement (Oscar Acquisition Corp)

Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable law, (i) the directors of Merger Subsidiary Sub at the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation.

Appears in 4 contracts

Samples: Merger Agreement (Simpson Industries Inc), Merger Agreement (Pepsico Inc), Merger Agreement (Quaker Oats Co)

Directors and Officers. From and after the Effective Time, Time (until such time as their successors are duly elected or appointed and qualified in accordance with Applicable Lawqualified), (iA) the Acquiror’s directors of Merger Subsidiary at the Effective Time shall be the Surviving Corporation’s directors of the Surviving Corporation and (iiB) the Company’s officers of the Company at immediately prior to the Effective Time shall be the officers of the Surviving Corporation’s officers.

Appears in 4 contracts

Samples: Merger Agreement (Cbre Holding Inc), Merger Agreement (Trammell Crow Co), Agreement and Plan of Merger (Cb Richard Ellis Corporate Facilities Management Inc)

Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Law, (i) the directors of Merger Subsidiary the Company at the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation.

Appears in 3 contracts

Samples: Merger Agreement (Santander Holdings USA, Inc.), Merger Agreement (Santander Consumer USA Holdings Inc.), Merger Agreement (Santander Holdings USA, Inc.)

Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable law, (i) the directors of Merger Subsidiary at the Effective Time shall be constitute the directors of the Surviving Corporation Corporation, until the earlier of their resignation or removal, and (ii) the officers of the Company at the Effective Time shall be the officers of the Surviving CorporationCorporation until the earlier of their resignation or removal.

Appears in 3 contracts

Samples: Merger Agreement (Chart Industries Inc), Merger Agreement (Chart Industries Inc), Merger Agreement (Varlen Corp)

Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable law, (ia) the directors of Merger Subsidiary at the Effective Time shall be the directors of the Surviving Corporation Company and (iib) the officers of the Company at the Effective Time shall be the officers of the Surviving CorporationCompany.

Appears in 3 contracts

Samples: Merger Agreement (Asa Holdings Inc), Merger Agreement (Delta Air Lines Inc /De/), Merger Agreement (Delta Air Lines Inc /De/)

Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Law, (i) the directors of Merger Subsidiary at the Effective Time shall be the directors of the Surviving Corporation Company, and (ii) the officers of the Company at the Effective Time shall be the officers of the Surviving CorporationCompany.

Appears in 3 contracts

Samples: Merger Agreement (Powerdsine LTD), Merger Agreement (Powerdsine LTD), Merger Agreement (Microsemi Corp)

Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Law, (i) the directors of Merger Subsidiary at immediately prior to the Effective Time shall be the directors of the Surviving Corporation Corporation, and (ii) the officers of the Company at Merger Subsidiary immediately prior to the Effective Time shall be the officers of the Surviving Corporation.

Appears in 3 contracts

Samples: Merger Agreement (Agile Software Corp), Merger Agreement (Oracle Corp), Merger Agreement (Stellent Inc)

Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Law, (ia) the directors members of the Board of Directors of Merger Subsidiary Sub at the Effective Time shall be the directors of the Surviving Corporation and (iib) the officers of the Company Merger Sub at the Effective Time shall be the officers of the Surviving Corporation.

Appears in 3 contracts

Samples: Merger Agreement (Pioneer Natural Resources Co), Merger Agreement (Exxon Mobil Corp), Merger Agreement (Pioneer Natural Resources Co)

Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable Law (or their earlier resignation or removal), (i) the directors and officers of the Merger Subsidiary Sub at the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company at the Effective Time shall be the officers officers, as applicable, of the Surviving Corporation.

Appears in 3 contracts

Samples: Merger Agreement (Advanced Drainage Systems, Inc.), Merger Agreement (Ritchie Bros Auctioneers Inc), Merger Agreement (Aleris International, Inc.)

Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Law, (ia) the directors of Merger Subsidiary Sub at the Effective Time shall be the directors of the Surviving Corporation and (iib) the officers of the Company Merger Sub at the Effective Time shall be the officers of the Surviving Corporation.

Appears in 3 contracts

Samples: Merger Agreement (Denbury Inc), Merger Agreement (Anacor Pharmaceuticals, Inc.), Merger Agreement (Ralcorp Holdings Inc /Mo)

Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Law, (ia) the directors of Merger Subsidiary at the Effective Time shall be the directors of the Surviving Corporation and (iib) the officers of the Company Merger Subsidiary at the Effective Time shall be the officers of the Surviving Corporation.

Appears in 3 contracts

Samples: Merger Agreement (Union Drilling Inc), Merger Agreement (Diamond Management & Technology Consultants, Inc.), Merger Agreement (PricewaterhouseCoopers LLP)

Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable law, (ia) the directors of Merger Subsidiary at the Effective Time shall be the directors of the Surviving Corporation Corporation, and (iib) the officers of the Company Merger Subsidiary at the Effective Time shall be the officers of the Surviving Corporation.

Appears in 3 contracts

Samples: Merger Agreement (Level 3 Communications Inc), Merger Agreement (Avalon Cable of Michigan Holdings Inc), Merger Agreement (Cable Michigan Inc)

Directors and Officers. From and after the Effective Time, Time (until successors are duly elected or appointed and qualified in accordance with Applicable Lawqualified), (ia) the Acquiror's directors of Merger Subsidiary at the Effective Time shall be the Surviving Corporation's directors of the Surviving Corporation and (iib) the Company's officers of the Company at immediately prior to the Effective Time shall be the officers of the Surviving Corporation's officers.

Appears in 3 contracts

Samples: Merger Agreement (White W Brett), Merger Agreement (Koll Donald M), Merger Agreement (Wirta Raymond E)

Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with the certificate of incorporation and bylaws of the Surviving Corporation and Applicable Law, (i) the directors of Merger Subsidiary at immediately prior to the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company at Merger Subsidiary immediately prior to the Effective Time shall be the officers of the Surviving Corporation.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Hudson Holding Corp), Merger Agreement (Hudson Holding Corp), Merger Agreement (Rodman & Renshaw Capital Group, Inc.)

Directors and Officers. From and after the Effective Time, until successors are duly elected elected, appointed or appointed and qualified otherwise designated in accordance with Applicable applicable Law, (i) the directors of Merger Subsidiary Sub at the Effective Time shall be the directors of the Surviving Corporation Company, and (ii) the officers of the Company at the Effective Time shall be the officers of the Surviving CorporationCompany, each such initial director and initial officer to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Company as in effect from and after the Effective Time.

Appears in 3 contracts

Samples: Merger Agreement (Sun Life Financial Inc), Merger Agreement, Merger Agreement (XPO Logistics, Inc.)

Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable Legal Requirements and the Governing Documents of the Surviving Company, (i) the directors and officers of Merger Subsidiary at the Effective Time Surviving Company shall be the directors of the Surviving Corporation and (ii) the officers of the Company at Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving CorporationTime.

Appears in 3 contracts

Samples: Merger Agreement (Pagaya Technologies Ltd.), Merger Agreement (EJF Acquisition Corp.), Business Combination Agreement (MedTech Acquisition Corp)

Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable applicable Law, (i) the directors of Merger Subsidiary at the Effective Time shall be the directors of the Surviving Corporation Corporation, and (ii) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation.

Appears in 3 contracts

Samples: Merger Agreement (Golden Poultry Co Inc), Merger Agreement (Gold Kist Inc), Merger Agreement (National Transaction Network Inc)

Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable Laws, (i) the officers and directors of Merger Subsidiary at the Effective Time shall be the officers and directors of the Surviving Corporation and (ii) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation.

Appears in 3 contracts

Samples: Merger Agreement (Carescience Inc), Merger Agreement (Rogue Wave Software Inc /Or/), Merger Agreement (Quovadx Inc)

Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable Laws and the Governing Documents of the Surviving Company, (i) the directors and officers of Merger Subsidiary at the Effective Time Surviving Company shall be the directors of the Surviving Corporation and (ii) the officers of the Company at Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving CorporationTime.

Appears in 3 contracts

Samples: Business Combination Agreement (Newcourt Acquisition Corp), Business Combination Agreement (Newcourt Acquisition Corp), Business Combination Agreement

Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable law, (i) the directors of Merger Subsidiary at the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company [Merger Subsidiary] at the Effective Time shall be the officers of the Surviving Corporation.

Appears in 3 contracts

Samples: Merger Agreement (American Greetings Corp), Agreement and Plan of Merger (Gibson Greetings Inc), Merger Agreement (Gibson Greetings Inc)

Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable law or until their earlier death, resignation or removal in accordance with the Surviving Corporation's certificate of incorporation and bylaws, (i) the directors of Merger Subsidiary Buyer at the Effective Time shall be the directors of the Surviving Corporation Corporation, and (ii) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation.

Appears in 3 contracts

Samples: Merger Agreement (Enterprise Software Inc), Merger Agreement (Knot Inc), Agreement and Plan of Merger (Enterprise Software Inc)

Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable law or their earlier death, resignation or removal, (ia) the directors of Merger Subsidiary Sub at the Effective Time shall be become the directors of the Surviving Corporation and (iib) the officers of the Company at the Effective Time shall be become the officers of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Miv Acquition Corp), Merger Agreement (Mark Iv Industries Inc)

Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable law, (ia) the directors of Merger Subsidiary Sub at the Effective Time shall be the directors of the Surviving Corporation Corporation, and (iib) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Merrill Corp), Merger Agreement (Donaldson Lufkin & Jenrette Inc /Ny/)

Directors and Officers. From and after the Effective Time, Time (until successors are duly elected or appointed and qualified in accordance with Applicable Lawqualified), (i) the MergerSub's directors of Merger Subsidiary at the Effective Time shall be the Surviving Corporation's directors of the Surviving Corporation and (ii) the Company's officers of the Company at immediately prior to the Effective Time shall be the officers of the Surviving Corporation's officers.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Chubb Corp), Merger Agreement (Executive Risk Inc /De/)

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Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed ap- pointed and qualified in accordance with Applicable Lawapplicable law, (i) the directors of Merger Subsidiary Purchaser at the Effective Time shall be the directors of the Surviving Corporation Corporation, and (ii) the officers of the Company at the Effective Time shall be continue as the officers of- ficers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and quali- fied.

Appears in 2 contracts

Samples: Merger Agreement (Monsanto Co), Merger Agreement (Calgene Inc /De/)

Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable law, (i) the directors of Merger Subsidiary the Company at the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Bcom3 Group Inc), Merger Agreement (Publicis Groupe Sa)

Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable applicable Law, (i) the directors and officers of the Merger Subsidiary Sub at the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company at the Effective Time shall be the officers officers, as applicable, of the Surviving Corporation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Livongo Health, Inc.), Merger Agreement (Allscripts Healthcare Solutions, Inc.)

Directors and Officers. From and after the Effective Time, until successors are except as otherwise duly elected or appointed and qualified in accordance with Applicable Law, (i) the directors of Merger Subsidiary at immediately prior to the Effective Time shall be the directors of the Surviving Corporation Corporation, and (ii) the officers of the Company at Merger Subsidiary immediately prior to the Effective Time shall be the officers of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Hyperion Solutions Corp), Merger Agreement (Oracle Corp)

Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable law, (ia) the directors of Merger Subsidiary at the Effective Time shall be the directors of the Surviving Corporation Corporation, and (iib) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation., except for the Chief Executive Officer, who from and after the Effective Time shall be the Chief Executive Officer of the Merger Subsidiary

Appears in 2 contracts

Samples: Merger Agreement (Puretec Corp), Merger Agreement (Plastic Specialties & Technologies Inc)

Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Law, (ia) the directors of Merger Subsidiary at the Effective Time shall be the directors of the Surviving Corporation and (iib) the officers of Persons designated by Parent prior to the Company at the Effective Time Closing Date shall be the initial officers of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Hanesbrands Inc.), Merger Agreement (Maidenform Brands, Inc.)

Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Law, (i) the directors of Merger Subsidiary at immediately prior to the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company at immediately prior to the Effective Time shall be the officers of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (CVS HEALTH Corp), Merger Agreement

Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable law, (i) the directors of Merger Subsidiary Buyer at the Effective Time shall constitute the directors of the Surviving Corporation, and (ii) the individuals specified by Buyer prior to the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company at the Effective Time shall be the initial officers of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (NPF Holding Corp), Merger Agreement (National Picture & Frame Co)

Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable law, (i) the directors of Merger Subsidiary at the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company Merger Subsidiary at the Effective Time shall be the officers of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Compagnie De Saint Gobain), Merger Agreement (Brunswick Technologies Inc)

Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable law, (i) the directors and officers of Merger Subsidiary Buyer at the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Pricellular Corp), Merger Agreement (Pricellular Wireless Corp)

Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Law, (i) the directors of Merger Subsidiary at the Effective Time shall be the directors of the Surviving Corporation and (ii) the executive officers of the Company at the Effective Time shall be the executive officers of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Ixia), Merger Agreement (Catapult Communications Corp)

Directors and Officers. From and after At the Effective Time, the directors and ---------------------- officers of the Merger Sub shall become the directors and officers of the Surviving Corporation, until their respective successors are duly elected or appointed and qualified in accordance with Applicable Law, (i) the directors of Merger Subsidiary at the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporationqualified.

Appears in 2 contracts

Samples: Merger Agreement (Buy Com Inc), Merger Agreement (Buy Com Inc)

Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Law, (i) the directors of Merger Subsidiary Sub at the Effective Time shall be the directors of the Surviving Corporation Corporation, and (ii) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified in accordance with applicable Law.

Appears in 2 contracts

Samples: Merger Agreement (Sovereign Specialty Chemicals Inc), Merger Agreement (Lubrizol Corp)

Directors and Officers. From At the Effective Time, the directors of the Company, shall be replaced with the directors of Merger Sub, who shall, from and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Law, (i) the directors of Merger Subsidiary at the Effective Time shall be the directors of the Surviving Corporation Corporation, and (ii) the officers of the Company at immediately prior to the Effective Time shall be the officers of the Surviving Corporation and shall, from and after the Effective Time, be the officers, of the Surviving Corporation, in each case, until their successors have been duly appointed and qualified or until their earlier death, resignation or removal in accordance with the articles of incorporation and by-laws of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (GB Aero Engine Merger Sub Inc.), Merger Agreement (Edac Technologies Corp)

Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable law, (i) the directors of Merger Subsidiary at the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company Merger Subsidiary at the Effective Time shall be the officers of the Surviving Corporation.. ARTICLE 4

Appears in 2 contracts

Samples: Merger Agreement (McData Corp), Merger Agreement (Computer Network Technology Corp)

Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable law, (i) the directors of Merger Subsidiary Sub at the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company Merger Sub at the Effective Time shall be the officers of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Mercury Interactive Corp), Merger Agreement (Netro Corp)

Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable law, (i) the directors and officers of Merger Subsidiary Purchaser at the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Sygnet Wireless Inc), Merger Agreement (Dobson Communications Corp)

Directors and Officers. From and after the Effective Time, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable law, (i) the directors of Merger Subsidiary the Buyer at the Effective Time shall be the directors of the Surviving Corporation Corporation, and (ii) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (United Parcel Service Inc), Merger Agreement (Fritz Companies Inc)

Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable law, (i) the directors of Merger Subsidiary Sub at the Effective Time shall be the directors of the Surviving Corporation Corporation, and (ii) the officers of the Company Merger Sub at the Effective Time shall be the officers of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Mariner Health Care Inc), Merger Agreement (Mariner Health Care Inc)

Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable law, (ia) the directors of Merger Subsidiary Sub at the Effective Time shall be the directors of the Surviving Corporation Corporation, and (iib) the officers of the Company Merger Sub at the Effective Time shall be the officers of the Surviving Corporation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Renex Corp), Merger Agreement (Renex Corp)

Directors and Officers. From and after the Effective Time, until their respective successors are duly elected or appointed and qualified in accordance with Applicable applicable Law, (ia) the directors of Merger Subsidiary the Purchaser at the Effective Time shall be the directors of the Surviving Corporation and (iib) the officers of the Company ASARCO at the Effective Time shall be the officers of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Grupo Mexico Sa De Cv /Fi), Merger Agreement (Asarco Inc)

Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable law, (ia) the directors of Merger Subsidiary at the Effective Time shall be the directors of the Surviving Corporation shall be as provided for in Section 2.01 of the Stockholders' Agreement, and (iib) the officers of the Company Acquiror at the Effective Time shall be the officers of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Holiday Corp), Merger Agreement (Bristol Hotel Co)

Directors and Officers. From and after the Effective Time, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified in accordance with Applicable applicable Law, (ia) the directors of Merger Subsidiary Buyer at the Effective Time shall be the directors of the Surviving Corporation Corporation; and (iib) the officers of the Company Buyer at the Effective Time shall be the officers of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (NEON Communications Group, Inc.), Merger Agreement (RCN Corp /De/)

Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Law, (i) the directors of Merger Subsidiary at the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation, and the directors of Sub shall be the directors of the Surviving Corporation, in each case until their respective successors are duly elected and qualified.

Appears in 2 contracts

Samples: Merger Agreement (Cavalier Homes Inc), Merger Agreement (Belmont Homes Inc)

Directors and Officers. From and after the ---------------------- Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable law, (i) the directors of Merger Subsidiary at the Effective Time shall be the directors of the Surviving Corporation Corporation, and (ii) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Ramsay Managed Care Inc), Merger Agreement (Ramsay Health Care Inc)

Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Law, (i) the directors of Merger Subsidiary Sub at the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified in accordance with applicable law.

Appears in 2 contracts

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

Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable law, (i) the directors of Merger Subsidiary Purchaser at the Effective Time shall be the directors of the Surviving Corporation Corporation, and (ii) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation. If at the Effective Time, a vacancy shall exist on the Board of Directors of the Company or in any office of the Surviving Corporation, such vacancy may thereafter be filled in the manner provided by applicable law.

Appears in 2 contracts

Samples: Merger Agreement (Holophane Corp), Merger Agreement (National Service Industries Inc)

Directors and Officers. From and after the Effective Time, until successors are except as otherwise duly elected or appointed and qualified in accordance with Applicable Law, (i) the directors of Merger Subsidiary at immediately prior to the Effective Time shall be the directors of the Surviving Corporation Corporation, and (ii) the officers of the Company at Merger Subsidiary immediately prior to the Effective Time shall be the officers of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Packeteer Inc), Merger Agreement (Blue Coat Systems Inc)

Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable law, (i) the officers and directors of the Company shall resign, (ii) the directors of Merger Subsidiary at the Effective Time shall be the directors of the Surviving Corporation Corporation, and (iiiii) the officers of the Company Merger Subsidiary at the Effective Time shall be the officers of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Universal Compression Inc), Merger Agreement (Universal Compression Inc)

Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable law, (i) the directors of Merger Subsidiary at the Effective Time shall be the directors of the Surviving Corporation Corporation, and (ii) the officers of the Company Merger Subsidiary at the Effective Time shall be the officers of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (United Park City Mines Co), Merger Agreement (Assisted Living Concepts Inc)

Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable law, (ia) the directors of Merger Subsidiary Sub at the Effective Time shall be constitute the directors of the Surviving Corporation Corporation, and (iib) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Monsanto Co /New/), Merger Agreement (Delta & Pine Land Co)

Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable law, (i) the directors of Merger Subsidiary at the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company at the Effective Time shall be the directors and officers of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Alpine Alpha 3, Ltd.), Merger Agreement (American Retail Group, Inc.)

Directors and Officers. From At and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable law or until their earlier death, (i) resignation or removal in accordance with the Surviving Corporation's Articles of Incorporation and Bylaws, the directors and officers of Merger Subsidiary Sub at the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Physician Reliance Network Inc), Merger Agreement (American Oncology Resources Inc /De/)

Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable law, (ia) the directors of Merger Subsidiary Buyer at the Effective Time shall be the directors of the Surviving Corporation Corporation, and (iib) the officers of the Company (including the chief executive officer) at the Effective Time shall be the officers of the Surviving Corporation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Decrane Acquisition Co), Agreement and Plan of Merger (Decrane Aircraft Holdings Inc)

Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable law, (i) the directors of Merger Subsidiary MergerSub at the Effective Time shall be the directors of the Surviving Corporation Corporation, and (ii) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (V F Corp), Merger Agreement (Vans Inc)

Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable law, (ia) the directors of Merger Subsidiary Purchaser at the Effective Time shall be the directors of the Surviving Corporation and (iib) the officers of the Company Purchaser at the Effective Time shall be the officers of the Surviving Corporation. If requested by Parent, the Company shall deliver the resignations of its directors and officers of the Company and its Subsidiaries effective as of the Effective Time.

Appears in 2 contracts

Samples: Merger Agreement (Lee Enterprises Inc), Merger Agreement (Pulitzer Inc)

Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable applicable Law, (i) the directors of Merger Subsidiary at Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company at immediately prior to the Effective Time shall be the officers of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Cdi Corp), Merger Agreement (Daegis Inc.)

Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Law, (i) the directors of Merger Subsidiary Sub at the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company at the Effective Time (other than those who Parent determines shall not remain as officers of the Surviving Corporation) shall be the officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified in accordance with applicable Law.

Appears in 2 contracts

Samples: Merger Agreement (Laureate Education, Inc.), Merger Agreement (Kerzner International LTD)

Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Law, (i) the directors of Merger Subsidiary at the Effective Time (which directors shall be selected by the Company in its sole discretion and appointed by Parent immediately prior to the Effective Time) shall be the directors of the Surviving Corporation Corporation, and (ii) the officers of the Company Merger Subsidiary at the Effective Time (which officers shall be selected by the Company in its sole discretion and appointed by Parent immediately prior to the Effective Time) shall be the officers of the Surviving Corporation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (NTL Inc), Agreement and Plan of Merger (Telewest Global Inc)

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