Directors and Officers. The directors of Purchaser immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified.
Appears in 15 contracts
Samples: Agreement and Plan of Merger (Novartis Inc), Merger Agreement (Concord Merger Corp), Merger Agreement (Moore Benjamin & Co)
Directors and Officers. The directors and officers of Purchaser immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case Corporation until their respective successors are duly elected or appointed and qualifiedqualified in the manner provided in the bylaws of the Surviving Corporation, or as otherwise provided by law.
Appears in 12 contracts
Samples: Merger Agreement (Ilex Oncology Inc), Merger and Acquisition Agreement (Smith Michael R), Merger and Acquisition Agreement (Billing Concepts Corp)
Directors and Officers. The directors of Purchaser immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualifiedqualified or until their earlier death, resignation or removal.
Appears in 10 contracts
Samples: Merger Agreement (Comtech Telecommunications Corp /De/), Merger Agreement (Radyne Corp), Merger Agreement (McKesson Corp)
Directors and Officers. The directors and officers of Purchaser immediately prior to the Effective Time shall be the initial directors of the Surviving Corporationand officers, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporationrespectively, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective the earlier of his or her resignation or removal or until his or her successors are duly elected or appointed and qualified.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Glaxosmithkline PLC), Merger Agreement (Genelabs Technologies Inc /Ca), Merger Agreement (Sirtris Pharmaceuticals, Inc.)
Directors and Officers. The directors of Purchaser immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws Laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed (as the case may be) and qualified.
Appears in 7 contracts
Samples: Merger Agreement (Goulds Pumps Inc), Merger Agreement (George Acquisition Inc), Agreement and Plan of Merger (Goulds Pumps Inc)
Directors and Officers. The At and after the Effective Time, the directors of Purchaser immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified.
Appears in 6 contracts
Samples: Merger Agreement (Tyco International LTD /Ber/), Merger Agreement (Holmes Protection Group Inc), Agreement and Plan of Merger (Alarmguard Holdings Inc)
Directors and Officers. The directors of Purchaser immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers directors and officers, respectively, of the Surviving CorporationCorporation until their respective death, in each case permanent disability, resignation or removal or until their respective successors are duly elected or appointed and qualified.
Appears in 6 contracts
Samples: Merger Agreement (Compusa Inc), Merger Agreement (Marine Transport Corp), Merger Agreement (Deutsche Bank Ag\)
Directors and Officers. The directors of Purchaser immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company Purchaser immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualifiedqualified or until their earlier death, resignation or removal.
Appears in 6 contracts
Samples: Merger Agreement (Cryocor Inc), Merger Agreement (Cryocor Inc), Merger Agreement (Bei Medical Systems Co Inc /De/)
Directors and Officers. The directors and officers of Purchaser Buyer immediately prior to the Effective Time shall be the initial directors and officers of the Surviving CorporationCorporation at the Effective Time, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers bylaws of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified.
Appears in 6 contracts
Samples: Merger Agreement (Cnet Inc /De), Merger Agreement (Cnet Inc /De), Merger Agreement (Cnet Inc /De)
Directors and Officers. The At the Effective Time, the directors of the Purchaser immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each of such directors to hold office in accordance with office, subject to the applicable provisions of the Certificate of Incorporation and By-laws Laws of the Surviving Corporation, until their respective successors shall be duly elected or appointed and the qualified. The officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified.
Appears in 5 contracts
Samples: Merger Agreement (Hanna M a Co/De), Merger Agreement (Cimco Inc /De/), Merger Agreement (Cimco Inc /De/)
Directors and Officers. The directors of Purchaser immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company immediately prior to Purchaser at the Effective Time shall will be the initial directors and officers of the Surviving Corporation, Corporation and will hold office from the Effective Time in each case accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified.
Appears in 5 contracts
Samples: Acquisition Agreement (Sbi & Co), Acquisition Agreement (Lante Corp), Acquisition Agreement (Razorfish Inc)
Directors and Officers. The directors of Purchaser immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and By-laws Bylaws of the Surviving Corporation, and the officers of the Company Purchaser immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified.
Appears in 5 contracts
Samples: Merger Agreement (Smartflex Systems Inc), Merger Agreement (Ssi Acquisition Corp), Merger Agreement (Smartflex Systems Inc)
Directors and Officers. The directors and officers of Purchaser immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws Laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified.
Appears in 5 contracts
Samples: Merger Agreement (Minot Mercantile Corp), Merger Agreement (Dillard Department Stores Inc), Merger Agreement (Mercantile Stores Co Inc)
Directors and Officers. The directors of the Purchaser immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws Bylaws of the Surviving Corporation, and the . The officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in each case until their respective successors are duly elected or appointed accordance with the Certificate of Incorporation and qualifiedBylaws of the Surviving Corporation.
Appears in 5 contracts
Samples: Merger Agreement (Xyratex LTD), Merger Agreement (Xyratex LTD), Merger Agreement (Nstor Technologies Inc)
Directors and Officers. The directors of Purchaser Acquiror immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and By-laws Bylaws of the Surviving Corporation, and the officers of the Company Acquiror immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified.
Appears in 5 contracts
Samples: Merger Agreement (Usurf America Inc), Agreement and Plan of Reorganization (Usurf America Inc), Agreement and Plan of Reorganization (Usurf America Inc)
Directors and Officers. The directors of Purchaser Buyer in office immediately prior to the Effective Time shall be serve as the initial directors of the Surviving Corporation, each to hold office Corporation from and after the Effective Time in accordance with the Certificate of Incorporation and By-laws bylaws of the Surviving Corporation, and the . The officers of the Company Buyer in office immediately prior to the Effective Time shall be serve as the initial officers of the Surviving Corporation from and after the Effective Time in accordance with the bylaws of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified.
Appears in 5 contracts
Samples: Merger Agreement (Simmons First National Corp), Merger Agreement (Spirit of Texas Bancshares, Inc.), Merger Agreement (Spirit of Texas Bancshares, Inc.)
Directors and Officers. The directors of Purchaser immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and By-laws Laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed (as the case may be) and qualified.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Quality Food Centers Inc), Merger Agreement (Rohm & Haas Co), Merger Agreement (Morton Acquisition Corp)
Directors and Officers. The directors of Purchaser immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws Bylaws of the Surviving Corporation, and and, except as determined by Parent or Purchaser prior to the Effective Time, the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualifiedqualified or until their earlier death, resignation or removal.
Appears in 5 contracts
Samples: Merger Agreement (Microsemi Corp), Merger Agreement (Vitesse Semiconductor Corp), Merger Agreement (Peregrine Semiconductor Corp)
Directors and Officers. The directors of the Purchaser immediately prior to the Effective Time shall will be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall will be the initial officers of the Surviving Corporation, in each case until the earlier of their respective resignation or removal or until their successors are duly elected or appointed and qualified.
Appears in 3 contracts
Samples: Merger Agreement (Ibp Inc), Merger Agreement (Foodbrands America Inc), Merger Agreement (Joseph Littlejohn & Levy Fund Ii Lp)
Directors and Officers. The directors and officers of Purchaser immediately prior to the Effective Time shall will be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case Corporation until their respective successors are duly elected or appointed and qualified.
Appears in 3 contracts
Samples: Merger Agreement (Avnet Inc), Merger Agreement (Bell Microproducts Inc), Merger Agreement (Nu Horizons Electronics Corp)
Directors and Officers. The directors of Purchaser immediately prior to the Effective Time shall will be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall will be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified. Prior to the Effective Time, the Company shall cause each member of the Company Board, other than Purchaser Designees, to execute and deliver a letter effectuating his or her resignation as a director of the Company effective upon the Effective Time.
Appears in 3 contracts
Samples: Merger Agreement (Nortel Networks Inc.), Merger Agreement (Nortel Networks LTD), Merger Agreement (Pec Solutions Inc)
Directors and Officers. The directors of Purchaser immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws Bylaws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation's Certificate of Incorporation and Bylaws.
Appears in 3 contracts
Samples: Merger Agreement (Shopko Stores Inc), Merger Agreement (Pamida Holdings Corp/De/), Merger Agreement (Citigroup Inc)
Directors and Officers. The directors of Purchaser immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws Laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualifiedqualified or until the earlier of their death, resignation or removal.
Appears in 3 contracts
Samples: Merger Agreement (Stmicroelectronics Nv), Merger Agreement (Genesis Microchip Inc /De), Merger Agreement (Genesis Microchip Inc /De)
Directors and Officers. The directors of Purchaser immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company Purchaser immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualifiedqualified or until their earlier death, resignation or removal.
Appears in 3 contracts
Samples: Merger Agreement (Devx Energy Inc), Merger Agreement (Comstock Resources Inc), Merger Agreement (Comstock Resources Inc)
Directors and Officers. The directors of Purchaser immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualifiedqualified or until their earlier death, resignation or approval.
Appears in 3 contracts
Samples: Merger Agreement (Ericsson MPD Acquisition Corp), Merger Agreement (Thomson Corp), Merger Agreement (Microwave Power Devices Inc)
Directors and Officers. The directors of Purchaser immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualifiedqualified and/or additional persons are selected.
Appears in 3 contracts
Samples: Merger Agreement (Crane Co /De/), Merger Agreement (Signal Technology Corp), Merger Agreement (Crane Co /De/)
Directors and Officers. The directors of Purchaser immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and By-laws Bylaws of the Surviving Corporation, and the officers of the Company Purchaser immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed (as the case may be) and qualified.
Appears in 3 contracts
Samples: Merger Agreement (Euramax International PLC), Merger Agreement (Euramax International PLC), Merger Agreement (Berger Holdings LTD)
Directors and Officers. The directors and the officers of Purchaser immediately prior to at the Effective Time shall will be the initial directors and officers of the Surviving Corporation, each to Corporation and will hold office from the Effective Time in accordance with the Certificate articles of Incorporation incorporation and By-laws bylaws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case Corporation until their respective successors are duly elected or appointed and qualified.
Appears in 3 contracts
Samples: Merger Agreement, Merger Agreement (Aquantive Inc), Merger Agreement (Nu Skin Enterprises Inc)
Directors and Officers. The Except as provided in Section 7.14 hereof, the directors and officers of Purchaser Buyer immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws Laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case Corporation until their respective successors are duly elected or appointed and qualified.
Appears in 3 contracts
Samples: Merger Agreement (Reliance Bancorp Inc), Merger Agreement (North Fork Bancorporation Inc), Agreement and Plan of Merger (North Fork Bancorporation Inc)
Directors and Officers. The directors of Purchaser immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and By-laws bylaws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualifiedqualify.
Appears in 3 contracts
Samples: Merger Agreement (Gec Acquisition Corp), Merger Agreement (Tracor Inc /De), Merger Agreement (Tracor Inc /De)
Directors and Officers. The directors of Purchaser immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the . The officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified.
Appears in 3 contracts
Samples: Merger Agreement (Vivendi), Merger Agreement (Aqua Alliance Inc), Merger Agreement (Aqua Alliance Inc)
Directors and Officers. The directors of Purchaser immediately prior to the Effective Time shall be the initial directors of the Surviving CorporationCorporation at and after the Effective Time, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company immediately prior to Purchaser at the Effective Time shall be the initial officers of the Surviving CorporationCorporation at and after the Effective Time, in each case until their respective successors are duly elected or appointed and qualified.
Appears in 3 contracts
Samples: Merger Agreement (Select Medical of Mechanicsburg Inc), Merger Agreement (Intensiva Healthcare Corp), Merger Agreement (Select Medical Corp)
Directors and Officers. The directors of Purchaser immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws Laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified.
Appears in 3 contracts
Samples: Merger Agreement (Watson Pharmaceuticals Inc), Merger Agreement (Schein Pharmaceutical Inc), Merger Agreement (Heat Acquisition Corp)
Directors and Officers. The directors of Purchaser immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers directors and officers, respectively, of the Surviving CorporationCorporation until their respective death, in each case permanent disability, resignation or removal or until their respective successors are duly elected or appointed and qualifiedqualified all in accordance with applicable law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Automatic Data Processing Inc), Agreement and Plan of Merger (Cunningham Graphics International Inc), Merger Agreement (Automatic Data Processing Inc)
Directors and Officers. The directors of Purchaser the Buyer immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation Corporate Charter and By-laws Laws of the Surviving Corporation, and the officers of the Company Buyer immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Merger Agreement (Home Port Bancorp Inc), Merger Agreement (Seacoast Financial Services Corp)
Directors and Officers. The directors of Purchaser immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and and, except as determined by Parent or Purchaser prior to the Effective Time, the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualifiedqualified or until their earlier death, resignation or removal.
Appears in 2 contracts
Samples: Merger Agreement (Wind River Systems Inc), Merger Agreement (Intel Corp)
Directors and Officers. The directors and officers of Purchaser immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Byby-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case Corporation until their respective successors are duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Merger Agreement (Numerical Technologies Inc), Merger Agreement (Synopsys Inc)
Directors and Officers. The directors of the Purchaser immediately prior to the Effective Time shall be the initial directors directors, of the Surviving CorporationCorporation after the Effective Time, each to hold office in accordance with the Certificate of Incorporation and By-laws Laws of the Surviving Corporation, and the . The officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation after the Effective Time, each to hold office in accordance with the Certificate of Incorporation and By-Laws of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Merger Agreement (Nco Portfolio Management Inc), Merger Agreement (Nco Group Inc)
Directors and Officers. The directors of Purchaser Acquisition immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws Laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Merger Agreement (Emcare Holdings Inc), Merger Agreement (Laidlaw Inc)
Directors and Officers. The directors and officers of Purchaser immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualifiedCorporation as of the Effective Time.
Appears in 2 contracts
Samples: Merger Agreement (Intervoice Inc), Merger Agreement (Convergys Corp)
Directors and Officers. The directors of Purchaser immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation Articles and By-laws Laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed (as the case may be) and qualified.
Appears in 2 contracts
Samples: Merger Agreement (L 3 Communications Holdings Inc), Merger Agreement (Microdyne Corp)
Directors and Officers. The Unless otherwise determined by Parent prior to the Effective Time, the directors and officers of Purchaser immediately prior to the Effective Time shall will be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving CorporationCorporation immediately after the Effective Time, in each case until their respective successors are the earlier of his or her resignation or removal or until his or her successor is duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Merger Agreement (Techteam Global Inc), Merger Agreement (Bioform Medical Inc)
Directors and Officers. The directors of Purchaser immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws Bylaws of the Surviving Corporation, and the officers of the Company Purchaser immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation's Certificate of Incorporation and Bylaws.
Appears in 2 contracts
Samples: Merger Agreement (Hills Stores Co /De/), Merger Agreement (HSC Acquisition Corp)
Directors and Officers. The directors of Purchaser immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws Bylaws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Merger Agreement (Ud Delaware Corp), Merger Agreement (Imo Industries Inc)
Directors and Officers. The initial directors of the Surviving Corporation will be the directors of Purchaser immediately prior to the Effective Time shall be the initial directors of the Surviving CorporationTime, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Byby-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case Corporation until their respective successors are duly elected or appointed and qualified. The initial officers of the Surviving Corporation will be the officers of the Company immediately prior to the Effective Time, each to hold office in accordance with the certificate of incorporation and by-laws of the Surviving Corporation until their respective successors are duly appointed.
Appears in 2 contracts
Samples: Transaction Agreement (Online Resources Corp), Transaction Agreement (Aci Worldwide, Inc.)
Directors and Officers. The At the Effective Time, the directors of the Purchaser immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each of such directors to hold office in accordance with office, subject to the applicable provisions of the Restated Certificate of Incorporation and By-laws Laws of the Surviving Corporation, until their respective successors shall be duly elected or appointed and the qualified. The officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Merger Agreement (Griffin Technology Inc), Merger Agreement (Diebold Inc)
Directors and Officers. The directors of the Purchaser immediately prior to the Effective Time shall be become the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and By-laws bylaws of the Surviving Corporation, and the . The officers of the Company Seller immediately prior to the Effective Time shall be become the initial officers of the Surviving Corporation, each to hold office in each case until their respective successors are duly elected or appointed accordance with the certificate of incorporation and qualifiedbylaws of the Surviving Corporation.
Appears in 2 contracts
Samples: Merger Agreement (Global Imaging Systems Inc), Merger Agreement (Xerox Corp)
Directors and Officers. The directors and officers of the Purchaser immediately prior to the Effective Time shall be become the initial directors and officers, respectively, of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws Bylaws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Merger Agreement (Digitas Inc), Merger Agreement (Digitas Inc)
Directors and Officers. The directors of ---------------------- Purchaser immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and By-laws Bylaws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Durakon Industries Inc), Agreement and Plan of Merger (Lpiv Acquisition Corp)
Directors and Officers. The directors of Purchaser immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to Company and shall hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporationuntil their respective successors are duly appointed, and the or their earlier death, resignation or removal. The officers of the Company Purchaser immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case Company and shall hold office until their respective successors are duly elected or appointed and qualified, or their earlier death, resignation or removal.
Appears in 2 contracts
Samples: Merger Agreement (Camco Financial Corp), Merger Agreement (Huntington Bancshares Inc/Md)
Directors and Officers. The directors and officers of Purchaser immediately prior to the Effective Time and such others as Parent shall have designated, if any, shall, from and after the Effective Time, be the initial directors and officers, respectively, of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case Corporation until their respective successors are shall have been duly elected or appointed and qualifiedqualify or until their earlier death, resignation or removal in accordance with the Surviving Corporation Charter and the Surviving Corporation Bylaws.
Appears in 2 contracts
Samples: Merger Agreement (CNL Retirement Properties Inc), Merger Agreement (Health Care Property Investors Inc)
Directors and Officers. The directors of Purchaser immediately prior to the Effective Time and/or any individuals designated by Parent shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and By-laws bylaws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time and/or any individuals designated by Parent shall be the initial officers of the Surviving Corporation, in each case until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualifiedqualify.
Appears in 2 contracts
Samples: Merger Agreement (Elite Information Group Inc), Merger Agreement (Eig Acquisition Corp)
Directors and Officers. The directors of Purchaser immediately prior to the Effective Time shall will be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall will be the initial officers of the Surviving Corporation, in each case until their respective successors are the earlier of his or her resignation or removal or until his or her successor is duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Merger Agreement (Genzyme Corp), Agreement and Plan of Merger (Sanofi-Aventis)
Directors and Officers. The directors and officers of the Purchaser immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Byby-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case Corporation until their respective successors are duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Merger Agreement (AtriCure, Inc.), Merger Agreement (Esterline Technologies Corp)
Directors and Officers. The directors of Purchaser ---------------------- immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Merger Agreement (Nalco Chemical Co), Merger Agreement (H2o Acquisition Co)
Directors and Officers. The directors of Purchaser Buyer in office immediately prior to the Effective Time shall be serve as the initial directors of the Surviving Corporation, each to hold office Corporation from and after the Effective Time in accordance with the Certificate of Incorporation and By-laws Bylaws of the Surviving Corporation, and the . The officers of the Company Buyer in office immediately prior to the Effective Time shall be serve as the initial officers of the Surviving Corporation from and after the Effective Time in accordance with the Bylaws of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Merger Agreement (Banctrust Financial Group Inc), Merger Agreement (Banctrust Financial Group Inc)
Directors and Officers. The directors of Purchaser Buyer in office immediately prior to the Effective Time Time, together with such additional persons as may thereafter be elected, shall be serve as the initial directors of the Surviving Corporation, each to hold office Corporation from and after the Effective Time in accordance with the Certificate of Incorporation and By-laws Bylaws of the Surviving Corporation, and the . The officers of the Company Buyer in office immediately prior to the Effective Time Time, together with such additional persons as may thereafter be elected, shall be serve as the initial officers of the Surviving Corporation from and after the Effective Time in accordance with the Bylaws of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Merger Agreement (Duke Realty Corp), Merger Agreement (First American Corp /Tn/)
Directors and Officers. The directors and officers of the Purchaser immediately prior to the Effective Time shall be the initial directors and officers, respectively, of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and By-laws Laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Merger Agreement (Nco Group Inc), Merger Agreement (RMH Teleservices Inc)
Directors and Officers. The directors of Purchaser immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time individuals set forth in Annex B hereto shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualifiedqualified or until their earlier death, resignation or removal.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Intermagnetics General Corp), Merger Agreement (Invivo Corp)
Directors and Officers. The directors of Purchaser immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws Bylaws of the Surviving Corporation, and the officers of the Company Purchaser immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualifiedqualified or until their earlier death, resignation or removal.
Appears in 2 contracts
Samples: Merger Agreement (Ndchealth Corp), Merger Agreement (Per Se Technologies Inc)
Directors and Officers. The directors of the Purchaser immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the . The officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in each case until their respective successors are duly elected or appointed accordance with the Certificate of Incorporation and qualifiedBy-laws of the Surviving Corporation.
Appears in 2 contracts
Samples: Merger Agreement (Mossimo Giannulli), Merger Agreement (Mossimo Inc)
Directors and Officers. The At the Effective Time, the directors of Purchaser immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate MGBCL, the Articles of Incorporation and By-laws the Bylaws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualifiedqualified or until their earlier death, resignation or removal.
Appears in 2 contracts
Samples: Merger Agreement (Labone Inc/), Merger Agreement (Quest Diagnostics Inc)
Directors and Officers. The directors of Purchaser immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and except with respect to the Chief Executive Officer of the Company, the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualifiedqualified or until their earlier death, resignation or removal.
Appears in 2 contracts
Samples: Merger Agreement (Opto Circuits (India) LTD), Merger Agreement (Criticare Systems Inc /De/)
Directors and Officers. The Directors of Purchaser prior to the Effective Time shall be the directors of Purchaser the Surviving Corporation. The officers of Company immediately prior to the Effective Time shall be the initial directors officers of the Surviving Corporation, each to . Each of such directors and officers shall hold office in accordance with the Certificate of Incorporation and By-laws Bylaws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Merger Agreement (Shared Technologies Fairchild Inc), Agreement and Plan of Merger (Shared Technologies Fairchild Inc)
Directors and Officers. The directors of Purchaser immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers directors and officers, respectively, of the Surviving Corporation, in each case Corporation until their respective successors are duly elected and qualified or appointed and qualifieduntil their earlier death, permanent disability, resignation or removal.
Appears in 2 contracts
Samples: Merger Agreement (Evraz Group S.A.), Merger Agreement (Claymont Steel Holdings, Inc.)
Directors and Officers. The directors and officers of Purchaser immediately prior to the Effective Time shall be the initial directors and officers, respectively, of the Surviving CorporationCorporation until their respective death, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporationpermanent disability, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case resignation or removal or until their respective successors are duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Merger Agreement (Roche Holding LTD), Merger Agreement (Ignyta, Inc.)
Directors and Officers. The directors and officers of Purchaser the Buyer immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate articles of Incorporation incorporation and By-laws bylaws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case Corporation until their respective successors are duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Merger Agreement (Access Anytime Bancorp Inc), Merger Agreement (First State Bancorporation)
Directors and Officers. The directors of Purchaser ----------------------- immediately prior to the Effective Time and/or any individuals designated by Parent shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and By-laws bylaws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time and/or any individuals designated by Parent shall be the initial officers of the Surviving Corporation, in each case until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualifiedqualify.
Appears in 2 contracts
Samples: Merger Agreement (Gec Acquisition Corp), Merger Agreement (Gec Acquisition Corp)
Directors and Officers. The directors of Purchaser immediately prior to the Effective Time shall be as of the initial Effective Time become the directors of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall continue to be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualifiedqualified or until their earlier death, resignation or removal.
Appears in 2 contracts
Samples: Merger Agreement (Starcraft Corp /In/), Merger Agreement (Starcraft Corp /In/)
Directors and Officers. The Directors of Purchaser prior to the ---------------------- Effective Time shall be the directors of Purchaser the Surviving Corporation. The officers of Company immediately prior to the Effective Time shall be the initial directors officers of the Surviving Corporation, each to . Each of such directors and officers shall hold office in accordance with the Certificate of Incorporation and By-laws By- Laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Intermedia Communications of Florida Inc), Agreement and Plan of Merger (Intermedia Communications of Florida Inc)
Directors and Officers. The directors of the Purchaser ---------------------- immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation Organization and By-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Merger Agreement (Synetic Inc), Merger Agreement (Synetic Inc)
Directors and Officers. The directors of Purchaser immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Merger Agreement (Audio Communications Network Inc), Merger Agreement (American Airlines Inc)
Directors and Officers. The directors of Purchaser immediately prior to the Effective Time (which shall include Xxxxx Xxxxxxxx) shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, . Xxxxx Xxxxxxxx shall be the Chairman of the Surviving Corporation and the other officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Viacom Inc), Agreement and Plan of Merger (Viacom Inc)
Directors and Officers. The directors of Purchaser immediately prior to the Effective Time and the President and Chief Operating Officer of the Company shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company Purchaser immediately prior to the Effective Time and the President and Chief Operating Officer of the Company shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualifiedqualified or until their earlier death, resignation or removal.
Appears in 2 contracts
Samples: Merger Agreement (Naturex S.A.), Merger Agreement (Pure World Inc)
Directors and Officers. The Except as contemplated by Section 7.14 hereof, the directors and officers of Purchaser Buyer immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and By-laws Laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case Corporation until their respective successors are duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Merger Agreement (Patapsco Valley Bancshares Inc), Merger Agreement (F&m Bancorp)
Directors and Officers. The directors and officers of Purchaser immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in 3 10 accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Merger Agreement (Moneygram Payment Systems Inc), Agreement and Plan of Merger (Viad Corp)
Directors and Officers. The directors of Purchaser the Corporation immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the executive officers of the Company Corporation immediately prior to the Effective Time shall be the initial executive officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Merger Agreement (Equivest Finance Inc), Merger Agreement (Equivest Finance Inc)
Directors and Officers. The directors of Purchaser immediately prior to the Effective Time shall will be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company Purchaser immediately prior to the Effective Time shall will be the initial officers of the Surviving Corporation, in each case case, until their respective successors are the earlier of his or her death, resignation, or removal, or until his or her successor is duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (ImmunoGen, Inc.), Merger Agreement (Provention Bio, Inc.)
Directors and Officers. The Except as contemplated by Section 7.13 hereof, the directors and officers of Purchaser Buyer immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and By-laws Laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case Corporation until their respective successors are duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Merger Agreement (Monocacy Bancshares Inc), Merger Agreement (F&m Bancorp)
Directors and Officers. The directors of the Surviving Corporation shall be the persons who were directors of Purchaser immediately prior to the Effective Time Time, plus the current member of the Company's Board of Directors appointed to Purchaser's Board of Directors pursuant to Section 5.15. The officers of the Surviving Corporation shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the persons who were officers of the Company Purchaser immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualifiedTime.
Appears in 2 contracts
Samples: Merger Agreement (Maf Bancorp Inc), Agreement and Plan of Reorganization (Efc Bancorp Inc)
Directors and Officers. The directors of Purchaser immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws Laws of the Surviving CorporationCorporation (directors of the Company shall tender their resignations effective upon the Effective Time), and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed (as the case may be) and qualified.
Appears in 2 contracts
Samples: Merger Agreement (Dillard Department Stores Inc), Merger Agreement (Mercantile Stores Co Inc)
Directors and Officers. The directors of Purchaser immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of Purchaser immediately prior to the Effective Time (which shall include the officers of the Company immediately prior to the Effective Time Time) shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualifiedqualified or until their earlier death, resignation or removal.
Appears in 2 contracts
Samples: Merger Agreement (Thomson Corp), Merger Agreement (Thomson Corp)
Directors and Officers. The directors of Purchaser immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with Corporation as of the Certificate of Incorporation and By-laws Effective Time. The officers of the Surviving Corporation, and the officers Corporation as of the Company immediately prior to the Effective Time shall be the initial officers of the Company, subject to the right of the board of directors of the Surviving Corporation, in each case until their respective successors are duly elected Corporation to appoint or appointed and qualifiedreplace officers.
Appears in 1 contract
Samples: Merger Agreement (Trans World Corp)
Directors and Officers. The directors of the Purchaser immediately prior to the Effective Time shall shall, from and after the Effective Time, be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and By-laws bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified.
Appears in 1 contract
Samples: Merger Agreement (Epolin Inc /Nj/)
Directors and Officers. The directors of Purchaser immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company Purchaser immediately prior to before the Effective Time shall will be the initial directors and officers of the Surviving Corporation, in each case Corporation until their respective successors are duly elected or appointed and qualified.
Appears in 1 contract
Samples: Merger Agreement (Di Industries Inc)
Directors and Officers. The At the Effective Time, the directors of the Surviving Corporation shall be comprised of the directors of Purchaser immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified.
Appears in 1 contract
Samples: Merger Agreement (Bec Group Inc)
Directors and Officers. The directors of Purchaser immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and By-laws Bylaws of the Surviving Corporation, and and, except as determined by Parent or Purchaser prior to the Effective Time, the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualifiedqualified or until their earlier death, resignation or removal.
Appears in 1 contract
Samples: Merger Agreement (Microsemi Corp)
Directors and Officers. The directors of the Purchaser immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified.
Appears in 1 contract
Samples: Merger Agreement (Careinsite Inc)
Directors and Officers. The directors of Purchaser immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws Bylaws of the Surviving Corporation, and the officers of the Company Purchaser immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualifiedappointed.
Appears in 1 contract
Directors and Officers. The directors and officers of Purchaser immediately prior to the Effective Time shall be the initial directors and officers, respectively, of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company immediately prior to Corporation after the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly shall have been elected or appointed and qualified.
Appears in 1 contract
Directors and Officers. The directors of Purchaser ---------------------- immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers directors and officers, respectively, of the Surviving CorporationCorporation until their death, in each case permanent disability, resignation or removal or until their respective successors are duly elected or appointed and qualified.
Appears in 1 contract
Directors and Officers. (a) The directors of Purchaser immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the .
(b) The officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified.
Appears in 1 contract
Directors and Officers. The Directors of Purchaser prior to the ---------------------- Effective Time shall be the directors of Purchaser the Surviving Corporation. The officers of Company immediately prior to the Effective Time shall be the initial directors officers of the Surviving Corporation, each to . Each of such directors and officers shall hold office in accordance with the Certificate of Incorporation and By-laws Bylaws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Intermedia Communications of Florida Inc)
Directors and Officers. The directors of the Purchaser immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws Bylaws of the Surviving Corporation, and the officers of the Company Purchaser immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed (including pursuant to the Stockholders’ Agreement) and qualifiedqualified or until the earlier of their death, resignation or removal.
Appears in 1 contract
Directors and Officers. The directors of Purchaser immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws Bylaws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualifiedqualified or until their earlier death, resignation or removal.
Appears in 1 contract
Samples: Merger Agreement (Radio One Inc)
Directors and Officers. The directors and officers of Purchaser immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case Company and shall hold office until their respective successors are duly elected or appointed and qualified, or their earlier death, resignation or removal.
Appears in 1 contract
Directors and Officers. The directors of Purchaser ---------------------- immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and By-laws Bylaws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed (as the case may be) and qualified.
Appears in 1 contract
Directors and Officers. The At the Effective Time, the directors of Purchaser immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualifiedqualified or until their earlier death, resignation or approval.
Appears in 1 contract
Directors and Officers. The directors of Purchaser immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving CorporationCorporation and Delaware Law, and the officers of the Company Purchaser immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualifiedqualified in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation and Delaware Law.
Appears in 1 contract
Samples: Merger Agreement (Vivra Inc)
Directors and Officers. The Directors of Purchaser prior to the Effective Time shall be the directors of Purchaser the Surviving Corporation. The officers of Company immediately prior to the Effective Time shall be the initial directors officers of the Surviving Corporation, each to . Each of such directors and officers shall hold office in accordance with the Certificate of Incorporation and By-laws Laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified.
Appears in 1 contract
Samples: Merger Agreement (Digex Inc)
