Directors and Officers. (a) The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. (b) The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may be.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Global Blood Therapeutics, Inc.), Merger Agreement (Triple-S Management Corp), Merger Agreement (Endocyte Inc)
Directors and Officers. From and after the Effective Time, until the earlier of their death, resignation or removal or until their respective successors are duly elected or appointed and qualified in accordance with Applicable Law, (a) The the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected Corporation and qualified, as the case may be.
(b) The the officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may be.
Appears in 7 contracts
Samples: Merger Agreement (Alaska Communications Systems Group Inc), Merger Agreement (Alaska Communications Systems Group Inc), Merger Agreement (ATN International, Inc.)
Directors and Officers. (a) The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.
(b) The officers of the Company Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may be.
Appears in 6 contracts
Samples: Merger Agreement (Plantronics Inc /Ca/), Merger Agreement (Thermo Fisher Scientific Inc.), Merger Agreement (PPD, Inc.)
Directors and Officers. (a) The At and after the Effective Time, the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, until and the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.
(b) The officers of the Company Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or in each case until their respective successors are duly elected or appointed and qualified. If, as at the case Effective Time, a vacancy shall exist on the Board of Directors or in any office of the Surviving Corporation, such vacancy may bethereafter be filled in the manner provided by law.
Appears in 5 contracts
Samples: Merger Agreement (Berman Lyle), Merger Agreement (Sunbeam Corp/Fl/), Merger Agreement (Landrys Seafood Restaurants Inc)
Directors and Officers. (a) The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.
(b) The officers of the Company Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, Corporation until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may be.
Appears in 5 contracts
Samples: Merger Agreement (Icos Corp), Merger Agreement (Illumina Inc), Merger Agreement (Solexa, Inc.)
Directors and Officers. (a) The Until duly removed or until successors are duly elected or appointed and qualified, the directors of Merger Sub Two immediately prior to the Effective Time effective time of the Follow-On Merger shall be the initial directors of the Surviving CorporationCompany as of the effective time of the Follow-On Merger, until and the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.
(b) The officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, until Company as of the earlier effective time of their resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may beFollow-On Merger.
Appears in 5 contracts
Samples: Merger Agreement, Merger Agreement (J M SMUCKER Co), Merger Agreement (Sysco Corp)
Directors and Officers. (a) The Until duly removed or until successors are duly elected or appointed and qualified, the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving CorporationCorporation as of the Effective Time, until and the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.
(b) The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, until Corporation as of the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may beEffective Time.
Appears in 5 contracts
Samples: Acquisition Agreement, Acquisition Agreement, Acquisition Agreement
Directors and Officers. (a) The Until duly removed or until successors are duly elected or appointed and qualified, the directors of Merger Sub immediately prior to the Effective Time of the Merger shall be the initial directors of the Surviving CorporationCorporation as of the Effective Time, until and the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.
(b) The officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, until Corporation as of the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may beEffective Time.
Appears in 5 contracts
Samples: Merger Agreement (Battalion Oil Corp), Merger Agreement (Battalion Oil Corp), Merger Agreement (Tech Data Corp)
Directors and Officers. From and after the Effective Time, (ai) The the directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, until and (ii) the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.
(b) The officers of the Company Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, until each to hold office in accordance with the earlier certificate of their resignation or removal or incorporation and bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualifiedqualified or until the earlier of their death, as the case may beresignation or removal.
Appears in 4 contracts
Samples: Merger Agreement (Steel Partners Holdings L.P.), Merger Agreement (Steel Partners Holdings L.P.), Merger Agreement (Handy & Harman Ltd.)
Directors and Officers. (a) The directors of Merger Sub immediately prior to From and after the Effective Time shall be the directors of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.
(b) The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving CorporationTime, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualifiedqualified in accordance with applicable law, as (i) the case may bedirectors of the Surviving Corporation shall be those persons who were the directors of the Merger Sub immediately prior to the Effective Time, and (ii) the officers of the Surviving Corporation shall be those persons who were the officers of the Merger Sub immediately prior to the Effective Time.
Appears in 4 contracts
Samples: Merger Agreement, Merger Agreement (DARA BioSciences, Inc.), Merger Agreement (Transcend Services Inc)
Directors and Officers. (a) The directors and officers of Merger Sub Sub, in each case, immediately prior to the Effective Time shall shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation, until the earlier of their resignation or removal or Corporation until their respective successors are duly elected and qualified, as the case may be.
(b) The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are have been duly elected or appointed and qualifiedqualified or until their earlier death, as resignation or removal in accordance with the case may bearticles of incorporation and by-laws of the Surviving Corporation.
Appears in 4 contracts
Samples: Merger Agreement (GigCapital2, Inc.), Agreement and Plan of Merger (GigCapital2, Inc.), Merger Agreement (MGC DIAGNOSTICS Corp)
Directors and Officers. (a) The directors of Merger Sub in office immediately prior to the Effective Time shall be the directors of the Surviving Corporation, Company until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.
(b) . The officers of the Company in office immediately prior to the Effective Time shall be the officers of the Surviving Corporation, Company until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may be.
Appears in 3 contracts
Samples: Merger Agreement (Sirius International Insurance Group, Ltd.), Merger Agreement (Third Point Reinsurance Ltd.), Merger Agreement (OneBeacon Insurance Group, Ltd.)
Directors and Officers. (a) The From and after the Effective Time, the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, and such directors shall serve until the earlier of their successors have been duly elected or appointed and qualified or until their death, resignation or removal or until their respective successors are duly elected in accordance with the Certificate of Incorporation and qualified, as Bylaws of the case may be.
(b) Surviving Corporation. The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving CorporationCompany, each to hold office until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may beremoval.
Appears in 3 contracts
Samples: Merger Agreement (Huntsman CORP), Merger Agreement (Lyondell Chemical Co), Agreement and Plan of Merger (AI Chemical Investments LLC)
Directors and Officers. At the Effective Time, (a) The the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.
(b) The the officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or in each case, to serve until their respective successors are duly elected or appointed and qualifiedqualified or until their earlier death, as the case may beresignation or removal.
Appears in 3 contracts
Samples: Merger Agreement (Snap Interactive, Inc), Merger Agreement (LiveXLive Media, Inc.), Merger Agreement (LiveXLive Media, Inc.)
Directors and Officers. (a) The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.
(b) The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may be.
Appears in 3 contracts
Samples: Merger Agreement (TMP Worldwide Inc), Merger Agreement (Hotjobs Com LTD), Merger Agreement (U S Bioscience Inc)
Directors and Officers. (a) The At the Effective Time, each of the directors and officers of Merger Sub Sub, as constituted immediately prior to the Effective Time shall Time, will be the directors and officers of the Surviving Corporation, until the earlier of their his or her resignation or removal or until their respective successors are his or her successor is duly elected and qualified, as the case may be.
(b) The officers of the Company immediately prior , subject to the Effective Time shall be the officers provisions of the Surviving Corporation’s certificate of incorporation and bylaws, until and the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may be.DGCL. ARTICLE II
Appears in 3 contracts
Samples: Merger Agreement (Dell Technologies Inc), Merger Agreement (Vmware, Inc.), Merger Agreement (Dell Technologies Inc)
Directors and Officers. (a) The directors of Merger Sub immediately prior to From and after the Effective Time shall be the directors of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.
(b) The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving CorporationTime, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed in accordance with the bylaws of the Surviving Corporation and qualifiedapplicable law, as (i) the case may bedirectors of Merger Subsidiary immediately prior to the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of Merger Subsidiary immediately prior to the Effective Time shall be the officers of the Surviving Corporation.
Appears in 3 contracts
Samples: Merger Agreement (Sylvan Inc), Merger Agreement (Sylvan Inc), Merger Agreement (Sylvan Inc)
Directors and Officers. (a) The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.
(b) The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, Corporation until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may be.
(b) The officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly appointed and qualified.
Appears in 3 contracts
Samples: Limited Partnership Agreement (Telesat Partnership LP), Transaction Agreement and Plan of Merger (Telesat Canada), Transaction Agreement and Plan of Merger (Loral Space & Communications Inc.)
Directors and Officers. (a) The directors of Merger Sub immediately prior to the Effective Time shall shall, from and after the Effective Time, be the initial directors of the Surviving Corporation, Corporation and shall serve until the earlier of their resignation resignation, removal or removal death or until their respective successors are have been duly elected or appointed and qualified, as the case may be.
(b) . The officers of the Company Merger Sub immediately prior to the Effective Time shall shall, from and after the Effective Time, be the initial officers of the Surviving Corporation, Corporation and shall serve until the earlier of their resignation resignation, removal or removal death or until their respective successors are have been duly elected or appointed and qualified, as the case may be.
Appears in 3 contracts
Samples: Merger Agreement, Merger Agreement (Ocata Therapeutics, Inc.), Merger Agreement (Salix Pharmaceuticals LTD)
Directors and Officers. (a) The directors of Merger Sub immediately prior to the Effective Time shall be become the directors of the Surviving CorporationCorporation 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, as the case may be.
(b) . The officers of the Company immediately prior to the Effective Time shall be become the officers of the Surviving CorporationCorporation 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, as the case may beappointed.
Appears in 3 contracts
Samples: Merger Agreement (Paravant Inc), Merger Agreement (Paravant Inc), Merger Agreement (DRS Technologies Inc)
Directors and Officers. (a) The directors of Merger Sub immediately prior to From and after the Effective Time shall be the directors of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.
(b) The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving CorporationTime, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualifiedqualified in accordance with applicable law, as (i) the case may bedirectors of Sub at the Effective Time shall be the directors of the Surviving Corporation, and (ii) the officers of Sub at the Effective Time shall be the officers of the Surviving Corporation.
Appears in 3 contracts
Samples: Merger Agreement (Cfi Proservices Inc), Merger Agreement (Harland John H Co), Merger Agreement (Suburban Lodges of America Inc)
Directors and Officers. (a) The At the Effective Time, the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, to hold office until the earlier of their resignation such time as such directors resign, are removed or removal or until their respective successors are duly elected or appointed and qualified. At the Effective Time, as the case may be.
(b) The officers of the Company Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, to hold office until the earlier of their resignation such time as such officers resign, are removed or removal or until their respective successors are duly elected or appointed and qualified, as the case may be.
Appears in 3 contracts
Samples: Merger Agreement (Covista Communications Inc), Agreement and Plan of Reorganization (Startec Global Communications Corp), Agreement and Plan of Reorganization (Capsule Communications Inc De)
Directors and Officers. (a) The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, until each to hold office in accordance with the earlier articles of their resignation or removal or incorporation and bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified, as the case may be.
(b) The officers of the Company Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, until each to hold office in accordance with the earlier articles of their resignation or removal or incorporation and bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified, as the case may be.
Appears in 3 contracts
Samples: Merger Agreement (Brek Energy Corp), Merger Agreement (Gasco Energy Inc), Merger Agreement (Newfield Exploration Co /De/)
Directors and Officers. From and after the Effective Time, until the earlier of their death, resignation or removal or until their respective successors are duly elected or appointed and qualified in accordance with Applicable Law, (a) The the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected Corporation and qualified, as the case may be.
(b) The the officers of the Company Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may be.
Appears in 3 contracts
Samples: Merger Agreement (DSP Group Inc /De/), Merger Agreement (DSP Group Inc /De/), Merger Agreement (SYNAPTICS Inc)
Directors and Officers. (a) The directors of the Merger Sub immediately prior to the Effective Time shall be become the directors of the Surviving CorporationCorporation 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, as the case may be.
(b) . The officers of the Company immediately prior to the Effective Time shall be become the officers of the Surviving CorporationCorporation 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, as the case may beappointed.
Appears in 3 contracts
Samples: Merger Agreement (Sea Pines Associates Inc), Merger Agreement (American Management Systems Inc), Merger Agreement (Cgi Group Inc)
Directors and Officers. (a) The directors and officers of Merger Sub immediately prior to Merging Corporation shall, from and after the Effective Time shall Date, be the directors of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.
(b) The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may be.
Appears in 3 contracts
Samples: Merger Agreement (New Jersey Mining Co), Merger Agreement (Thunder Mountain Gold Inc), Merger Agreement (Timberline Resources Corp)
Directors and Officers. (a) The directors of Merger Sub immediately prior to From and after the Effective Time shall be the directors of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.
(b) The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving CorporationTime, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualifiedqualified in accordance with applicable Law, as (a) the case may bemembers of the board of managers of Merger Sub immediately prior to the Effective Time shall be the members of the Board of Directors of the Surviving Corporation, and (b) the officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation.
Appears in 3 contracts
Samples: Merger Agreement (Micro Therapeutics Inc), Merger Agreement (Ev3 Inc.), Merger Agreement (Micro Investment LLC)
Directors and Officers. (a) The directors of Merger Sub immediately prior to From and after the Effective Time shall be the directors of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.
(b) The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving CorporationTime, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualifiedqualified in accordance with applicable Law, as (i) the case may bedirectors of Sub at the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of Sub at the Effective Time shall be the officers of the Surviving Corporation.
Appears in 2 contracts
Samples: Merger Agreement (Tcsi Corp), Merger Agreement (Rocket Software Inc)
Directors and Officers. (a) The directors of Merger Sub immediately prior to From and after the Effective Time shall be the directors of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.
(b) The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving CorporationTime, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed in accordance with applicable Law, (a) the directors of Sub at the Effective Time shall be the directors of the Surviving Corporation, and qualified, as (b) the case may beofficers of Sub at the Effective Time shall be the officers of the Surviving Corporation.
Appears in 2 contracts
Samples: Merger Agreement (Overnite Corp), Merger Agreement (United Parcel Service Inc)
Directors and Officers. (a) The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.
(b) The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, Corporation until the earlier of their resignation or removal or until their respective successors are duly elected or appointed approved and qualified, as the case may be.
Appears in 2 contracts
Samples: Merger Agreement (American Medical Alert Corp), Merger Agreement (Syniverse Technologies Inc)
Directors and Officers. From and after the Effective Time, (a) The the directors of the Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, and (b) the officers of Merger Sub immediately prior to the Effective Time shall be the directors initial officers of the Surviving CorporationCompany in office immediately prior to the Effective Time, in each case, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.
(b) The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may be.
Appears in 2 contracts
Samples: Merger Agreement (SYNAPTICS Inc), Merger Agreement (Dealertrack Technologies, Inc)
Directors and Officers. (a) The From and after the Effective Time, the directors and officers of Merger Sub Subsidiary serving immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation, Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.
(b) The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may be.
Appears in 2 contracts
Samples: Merger Agreement (Jl Halsey Corp), Merger Agreement (Jl Halsey Corp)
Directors and Officers. (a) The From and after the Effective Time, the directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, until the earlier of their resignation or removal or Corporation and shall hold office until their respective successors are duly elected and qualified, as the case may beor their earlier death, resignation or removal.
(b) The From and after the Effective Time, the officers of the Company Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, until the earlier of their resignation or removal or Corporation and shall hold office until their respective successors are duly elected or appointed and qualified, as the case may beor their earlier death, resignation or removal.
Appears in 2 contracts
Samples: Merger Agreement (Ii-Vi Inc), Merger Agreement (Coherent Inc)
Directors and Officers. (a) The From and after the Effective Time, the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, until Corporation and the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.
(b) The officers of the Company Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, in each case until the earlier of their resignation respective deaths, resignations or removal removals or until their respective successors are duly elected or appointed and qualified, as the case may be.
Appears in 2 contracts
Samples: Merger Agreement (Agilysys Inc), Merger Agreement (Viisage Technology Inc)
Directors and Officers. (a) The directors and officers of Merger Sub Sub, in each case, immediately prior to the Effective Time shall shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation, until the earlier of their resignation or removal or Corporation until their respective successors are duly elected and qualified, as the case may be.
(b) The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are have been duly elected or appointed and qualifiedqualified or until their earlier death, as resignation or removal in accordance with the case may beArticles of Organization and Bylaws of the Surviving Corporation.
Appears in 2 contracts
Samples: Merger Agreement (4Front Ventures Corp.), Merger Agreement
Directors and Officers. (a) The From and after the Effective Time, the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, each to hold office in accordance with the charter and bylaws of the Surviving Corporation and until their respective successors are duly elected and qualify, and the officers of the Merger Sub immediately prior to the Effective Time, shall be the officers of the Surviving Corporation, in each case until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.
(b) The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until date their respective successors are duly elected or appointed and qualified, (as the case may be) and qualify.
Appears in 2 contracts
Samples: Merger Agreement (Sizeler Property Investors Inc), Merger Agreement (Revenue Properties Co LTD)
Directors and Officers. (a) The At the Effective Time, the directors of the Surviving Corporation shall be the directors of Merger Sub immediately prior to the Effective Time shall be Time, to hold office in accordance with the directors Certificate of Incorporation and Bylaws of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may be.
(b) The At the Effective Time, the officers of the Company Surviving Corporation shall be the officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving CorporationTime, until the earlier of their resignation or removal or in each case until their respective successors are duly elected or appointed and qualified, as the case may be.
Appears in 2 contracts
Samples: Merger Agreement (Brown & Brown Inc), Merger Agreement (Brown & Brown Inc)
Directors and Officers. From and after the Effective Time, (a) The the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, until the earlier of their resignation or removal or Corporation until their respective successors are have been duly elected or appointed and qualifiedqualified or until their earlier resignation, as the case may be.
removal or death, and (b) The the officers of the Company Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or Corporation until their respective successors are have been duly elected or appointed and qualifiedqualified or until their earlier resignation, as the case may beremoval or death.
Appears in 2 contracts
Samples: Merger Agreement (Zurn Water Solutions Corp), Merger Agreement (Zurn Water Solutions Corp)
Directors and Officers. (a) The directors of Merger Sub immediately prior to From and after the Effective Time shall be the directors of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.
(b) The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving CorporationTime, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualifiedqualified in accordance with applicable Law, as (i) the case may bedirectors of Sub at the Effective Time shall be the directors of the Surviving Corporation, and (ii) the officers of Sub at the Effective Time shall be the officers of the Surviving Corporation.
Appears in 2 contracts
Samples: Merger Agreement (Odwalla Inc), Agreement and Plan of Merger (Loehmanns Holdings Inc)
Directors and Officers. (a) The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, to hold office until the earlier of their resignation such time as such directors resign, are removed or removal or until their respective successors are duly elected or appointed and qualified, as the case may be.
(b) The officers of the Company Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, to hold office until the earlier of their resignation such time as such officers resign, are removed or removal or until their respective successors are duly elected or appointed and qualified, as the case may be.
Appears in 2 contracts
Samples: Merger Agreement (Silicon Laboratories Inc), Merger Agreement (Silicon Laboratories Inc)
Directors and Officers. (a) The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, until the earlier of their resignation or removal or Corporation and shall hold office until their respective successors are duly elected and qualifiedor appointed, as the case may beor their earlier death, resignation or removal.
(b) The Except as otherwise provided herein, the officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or Corporation and shall hold office until their respective successors are duly elected appointed, or appointed and qualifiedtheir earlier death, as the case may beresignation or removal.
Appears in 2 contracts
Samples: Merger Agreement (Numerex Corp /Pa/), Merger Agreement (Sierra Wireless Inc)
Directors and Officers. (a) The directors and officers of Merger Sub immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation, in each case, until the earlier of their his or her resignation or removal or until their respective successors are duly elected and qualifiedotherwise ceasing to be a director or officer, as the case may be, or until his or her respective successor is duly elected and qualified.
(b) The officers Each current director of Company shall submit his or her resignation at the Company immediately prior Closing to be effective at the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may beTime.
Appears in 2 contracts
Samples: Merger Agreement (Genzyme Corp), Merger Agreement (Geltex Pharmaceuticals Inc)
Directors and Officers. (a) The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.
(b) The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, Corporation until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may be.
Appears in 2 contracts
Samples: Merger Agreement (Avantor, Inc.), Merger Agreement (VWR Corp)
Directors and Officers. (a) The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, until Corporation at the earlier of their resignation or removal or Effective Time and thereafter until their respective successors are have been duly elected and qualifiedor appointed, as the case may be.applicable, or until their earlier death, resignation or removal; and
(b) The the officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, until Corporation at the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may beEffective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sonic Financial Corp), Merger Agreement (Speedway Motorsports Inc)
Directors and Officers. (a) The directors of Merger Sub immediately prior to the Effective Time time shall be the directors of the Surviving Corporation, Corporation until the earlier of their resignation or removal or until the election of their respective successors are duly elected and qualified, successors. The Company shall cause all directors of the Company to resign effective as of the case may beEffective Time.
(b) The officers of the Company Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, Corporation until the earlier of their resignation or removal or until the election of their respective successors are duly elected or appointed and qualified, as the case may besuccessors.
Appears in 2 contracts
Samples: Merger Agreement (Anadarko Petroleum Corp), Merger Agreement (Western Gas Resources Inc)
Directors and Officers. (a) The directors and officers of Merger Sub immediately prior to the Effective Time shall be become the directors of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.
(b) The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, until Corporation from and after the earlier of their resignation or removal or Effective Time until their respective successors are duly elected or appointed in accordance with the Certificate of Incorporation and qualifiedBy-laws of the Surviving Corporation and the DGCL, as the case may beor until such person’s earlier death, resignation or removal.
Appears in 2 contracts
Samples: Merger Agreement (Workstream Inc), Merger Agreement (Workstream Inc)
Directors and Officers. From and after the Effective Time, (a) The the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected Corporation and qualified, as the case may be.
(b) The the officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or in each case, until their respective successors are have been duly elected or appointed and qualifiedqualified or until their earlier death, as resignation or removal in accordance with the case may beCertificate of Incorporation and the By-Laws.
Appears in 2 contracts
Samples: Merger Agreement (Pxre Group LTD), Merger Agreement (Pxre Group LTD)
Directors and Officers. (a) The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, until each to hold office in accordance with the earlier Certificate of their resignation or removal or until their respective successors are duly elected Incorporation and qualified, as By-laws of the case may beSurviving Corporation.
(b) The officers of the Company immediately prior to the Effective Time Time, shall be the initial officers of the Surviving Corporation, until the earlier of their resignation or removal or in each case until their respective successors are duly elected or appointed and qualifiedqualified or until their earlier death, as the case may beresignation or removal.
Appears in 2 contracts
Samples: Merger Agreement (Ispat International Nv), Merger Agreement (International Steel Group Inc)
Directors and Officers. (a) The At the Effective Time, the directors of the Merger Sub Subsidiary immediately prior to the Effective Time shall be the directors of the Surviving Corporation, to hold office until the earlier of their resignation such time as such directors resign, are removed or removal or until their respective successors are duly elected or appointed and qualified, as the case may be.
(b) . The officers of the Company Merger Subsidiary immediately prior to the Effective Time shall be the officers of the Surviving Corporation, to hold office until the earlier of their resignation such time as such officers resign, are removed or removal or until their respective successors are duly elected or appointed and qualified, as the case may be.
Appears in 2 contracts
Samples: Merger Agreement (Laureate Education, Inc.), Merger Agreement (Precise Software Solutions LTD)
Directors and Officers. (a) The directors of the Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, until each to hold office in accordance with the earlier Surviving Corporation Charter and the bylaws of their resignation or removal or the Surviving Corporation, and until their respective successors are duly elected and qualifiedqualified or until their earlier death, as the case may be.
(b) disability, resignation or removal. The officers of the Company Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, until the earlier of their resignation or removal or in each case until their respective successors are duly elected or appointed and qualifiedqualified or until their earlier death, as the case may bedisability, resignation or removal.
Appears in 2 contracts
Samples: Merger Agreement (Acme Packet Inc), Merger Agreement (Uluru Inc.)
Directors and Officers. (a) The directors and officers of Merger Sub immediately prior to the Effective Time shall be the directors and officers of the Surviving CorporationCorporation at and as of the Effective Time (retaining their respective positions and terms of office), until the earlier of their resignation respective resignation, removal or removal otherwise ceasing to be a director or officer, respectively, or until their respective successors are duly elected and qualified, as the case may be.
(b) The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may be.
Appears in 2 contracts
Samples: Merger Agreement (Talk America Holdings Inc), Merger Agreement (Talk America Holdings Inc)
Directors and Officers. (a) The directors and officers of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.
(b) The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may be.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Virage Logic Corp), Merger Agreement (Bio Technology General Corp)
Directors and Officers. (a) The At the Effective Time, the directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, until each such director to hold office in accordance with the earlier DGCL, the certificate of their resignation or removal or until their respective successors are duly elected incorporation and qualifiedbylaws of the Surviving Corporation, as and the case may be.
(b) The officers of the Company immediately prior to the Effective Time shall shall, subject to the applicable provisions of the certificate of incorporation and bylaws of the Surviving Corporation, be the initial officers of the Surviving Corporation, until the earlier of their resignation or removal or in each case until their respective successors are duly elected or appointed and qualifiedqualified or until the earlier of their death, as the case may beresignation or removal.
Appears in 2 contracts
Samples: Merger Agreement (Bunge LTD), Merger Agreement (Corn Products International Inc)
Directors and Officers. (a) The directors of Merger Sub immediately prior to From and after the Effective Time shall be the directors of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.
(b) The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving CorporationTime, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualifiedqualified in accordance with applicable Law, as (i) the case may bedirectors of Merger Sub at the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of Merger Sub at the Effective Time shall be the officers of the Surviving Corporation.
Appears in 2 contracts
Samples: Merger Agreement (Caremark Rx Inc), Merger Agreement (Advancepcs)
Directors and Officers. (a) The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, Corporation until the earlier of their resignation or removal or until the election of their respective successors are duly elected and qualified, as successors. The Company shall cause all directors of the case may beCompany to resign immediately prior to the Effective Time.
(b) The officers of the Company Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, Corporation until the earlier of their resignation or removal or until the election of their respective successors are duly elected or appointed and qualified, as the case may besuccessors.
Appears in 2 contracts
Samples: Merger Agreement (Kerr McGee Corp /De), Merger Agreement (Anadarko Petroleum Corp)
Directors and Officers. (a) The Until duly removed or until successors are duly elected or appointed and qualified, the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, until Corporation as of the earlier of their resignation or removal or until their respective successors are duly elected Effective Time and qualified, as the case may be.
(b) The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, until Corporation as of the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may beEffective Time.
Appears in 2 contracts
Samples: Merger Agreement (Wesco Aircraft Holdings, Inc), Merger Agreement (Steel Dynamics Inc)
Directors and Officers. From and after the Effective Time, until their respective death, resignation or removal or until their successors are duly elected or appointed and qualified in accordance with Applicable Law and the governing documents of the Surviving Corporation, the parties shall cause (a) The the directors of Merger Sub immediately prior to at the Effective Time shall be the directors of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected Corporation and qualified, as the case may be.
(b) The the officers of the Company immediately prior to Merger Sub at the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may be.
Appears in 2 contracts
Samples: Merger Agreement (Sovos Brands, Inc.), Merger Agreement (Campbell Soup Co)
Directors and Officers. (a) The From and after the Effective Time, the ---------------------- directors and officers of Merger Sub immediately prior to before the Effective Time shall be the directors of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.
(b) The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or in each case until their respective successors are duly elected or appointed and qualified, as qualified in accordance with the case may beDGCL and the certificate of incorporation and bylaws of the Surviving Corporation.
Appears in 2 contracts
Samples: Merger Agreement (Targeted Genetics Corp /Wa/), Merger Agreement (Targeted Genetics Corp /Wa/)
Directors and Officers. (a) The directors of Merger Sub and officers of the Company in office immediately prior to the Effective Time shall be the directors and officers, respectively, of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, Corporation as the case may be.
(b) The officers of the Company immediately prior to Effective Time, and thereafter such directors and officers shall serve in accordance with the Effective Time shall be the officers bylaws of the Surviving Corporation, until the earlier of their resignation or removal or Corporation until their respective successors are duly elected or appointed and qualified. Immediately prior to the Effective Time, as the case may bedirectors of the Company shall resign.
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement (Engility Holdings, Inc.)
Directors and Officers. Immediately following the Effective Time, (ai) The directors the director of Merger Sub serving immediately prior to the Effective Time shall be the directors director of the Surviving Corporation, Corporation until the earlier of their his death, resignation or removal or until their respective successors are the time at which his successor is duly elected or appointed and qualified, as and (ii) the case may be.
(b) The officers of the Company Merger Sub serving immediately prior to the Effective Time shall be the officers of the Surviving Corporation, Corporation until the earlier of their death, resignation or removal or until the time at which their respective successors are duly elected or appointed and qualified, as the case may be.
Appears in 2 contracts
Samples: Merger Agreement (Media General Inc), Merger Agreement (Nexstar Broadcasting Group Inc)
Directors and Officers. (a) The Unless otherwise determined by Parent prior to the Effective Time, the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, until the earlier Corporation as of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.
(b) The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, (as the case may be) and qualified.
(b) Unless otherwise determined by Parent prior to the Effective Time, the officers of Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation as of the Effective Time until the earlier of their resignation or removal or until their respective successors are duly elected or approved and qualified.
Appears in 2 contracts
Samples: Merger Agreement (PSS World Medical Inc), Merger Agreement (McKesson Corp)
Directors and Officers. (a) The At the Effective Time, the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, to hold office until the earlier of their resignation such time as such directors resign, are removed or removal or until their respective successors are duly elected or appointed and qualified, as the case may be.
(b) The At the Effective Time, the officers of the Company Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, to hold office until the earlier of their resignation such time as such officers resign, are removed or removal or until their respective successors are duly elected or appointed and qualified, as the case may be.
Appears in 2 contracts
Samples: Merger Agreement (Staktek Holdings Inc), Merger Agreement (Entorian Technologies Inc)
Directors and Officers. (a) The At the Effective Time, the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, to hold office until the earlier of their resignation such time as such directors resign, are removed or removal or until their respective successors are duly elected and qualified, as the case may be.
(b) or appointed. The officers of the Company Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, to hold office until the earlier of their resignation such time as such officers resign, are removed or removal or until their respective successors are duly elected or appointed and qualified, as the case may beappointed.
Appears in 2 contracts
Samples: Merger Agreement (Legato Systems Inc), Merger Agreement (Ontrack Data International Inc)
Directors and Officers. At the Effective Time: (ai) The the existing directors and officers of the Company shall resign their positions in writing, (ii) the directors of Merger Sub immediately prior to the Effective Time shall be become the directors of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.
(b) The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, as and (ii) the case may beofficers of Merger Sub shall hold the offices of President, Vice President, Secretary and Treasurer, respectively, of the Surviving Corporation, until their respective successors are duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Merger Agreement (Implant Sciences Corp), Merger Agreement (Biodelivery Sciences International Inc)
Directors and Officers. (a) The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.
(b) The officers of the Company immediately prior to the Effective Time shall be become, from and after the Effective Time, the directors and officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may bequalify or their earlier resignation or removal.
Appears in 2 contracts
Samples: Merger Agreement (Multicare Companies Inc), Merger Agreement (Genesis Eldercare Acquisition Corp)
Directors and Officers. From and after the Effective Time, (a) The the directors of Merger Sub serving immediately prior to the Effective Time shall be the directors of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected Company and qualified, as the case may be.
(b) The the officers of the Company Merger Sub serving immediately prior to the Effective Time shall be the officers of the Surviving CorporationCompany, each to hold office until the earlier of their resignation his or removal or until their her respective successors are duly elected or appointed and qualifiedqualified or until their earlier death, as resignation or removal in accordance with the case may beoperating agreement of the Surviving Company.
Appears in 2 contracts
Samples: Merger Agreement (Connecture Inc), Merger Agreement (Connecture Inc)
Directors and Officers. (a) The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving CorporationCompany, and the officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Company, each to hold office in accordance with the organizational documents of the Surviving Company until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as in any case in the case may be.
(b) The officers of manner provided in the Company immediately prior to the Effective Time shall be the officers organizational documents of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed Company and qualified, as the case may bein accordance with applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (CyrusOne Inc.), Merger Agreement (Pq Corp)
Directors and Officers. (a) The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.
(b) The officers of the Company Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may be.
Appears in 2 contracts
Samples: Merger Agreement (Hi/Fn Inc), Merger Agreement (Exar Corp)
Directors and Officers. (a) The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving CorporationCorporation immediately after the Effective Time, until each to hold office in accordance with the earlier provisions of their resignation or removal or the DGCL and the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors are duly elected and qualified, as the case may be.
(b) The officers of the Company Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving CorporationCorporation immediately after the Effective Time, until each to hold office in accordance with the earlier bylaws of their resignation or removal or the Surviving Corporation until their respective successors are duly elected or appointed and qualified, as the case may be.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Juno Therapeutics, Inc.)
Directors and Officers. (a) The At the Effective Time, the directors of ---------------------- Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, to hold office until the earlier of their resignation such time as such directors resign, are removed or removal or until their respective successors are duly elected or appointed and qualified, as the case may be.
(b) . The officers of the Company Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, to hold office until the earlier of their resignation such time as such officers resign, are removed or removal or until their respective successors are duly elected or appointed and qualified, as the case may be.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Qualix Group Inc), Agreement and Plan of Reorganization (Cacheflow Inc)
Directors and Officers. From and after the Effective Time and without any further action on the part of the Company or Merger Sub, until successors are duly elected or appointed and qualified in accordance with Applicable Law, (ai) The the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, until Corporation and (ii) the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.
(b) The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may be.
Appears in 2 contracts
Samples: Merger Agreement (Endurance International Group Holdings, Inc.), Merger Agreement (Constant Contact, Inc.)
Directors and Officers. From and after the Effective Time (ai) The the directors of Merger Sub immediately prior to at the Effective Time shall be the directors of the Surviving Corporation, until Corporation and (ii) the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.
(b) The officers of the Company immediately prior to at the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or in each case until their respective successors are duly elected or appointed and qualifiedqualified or until the earlier of their death, as the case may beresignation or removal.
Appears in 2 contracts
Samples: Merger Agreement (Timberland Co), Agreement and Plan of Merger (V F Corp)
Directors and Officers. (a) The directors of Merger Sub immediately prior to From and after the Effective Time shall be the directors of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.
(b) The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving CorporationTime, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualifiedqualified in accordance with Applicable Law, as (a) the case may bedirectors of Merger Subsidiary immediately prior to the Effective Time shall be the directors of the Surviving Corporation and (b) the officers of Merger Subsidiary immediately prior to the Effective Time shall be the officers of the Surviving Corporation.
Appears in 2 contracts
Samples: Merger Agreement (Commonwealth Telephone Enterprises Inc /New/), Merger Agreement (Citizens Communications Co)
Directors and Officers. (a) The directors and officers of Merger Corporate Sub immediately prior to the First Effective Time shall be the directors and officers of the Initial Surviving Corporation, Entity until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.
(b) The managers and officers of the Company LLC Sub immediately prior to the Second Effective Time shall be the managers and officers of the Final Surviving Corporation, Entity until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may be.
Appears in 2 contracts
Samples: Merger Agreement (WCI Communities, Inc.), Merger Agreement (Lennar Corp /New/)
Directors and Officers. (a) The From and after the Effective Time, the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, until each to hold office in accordance with the earlier charter and bylaws of their resignation or removal or the Surviving Corporation and until their respective successors are duly elected and qualifiedqualify, as and the case may be.
(b) The officers of the Company immediately prior to the Effective Time shall be remain the officers of the Surviving Corporation, in each case until the earlier of their resignation or removal or until the date their respective successors are duly elected or appointed and qualified, (as the case may be) and qualify.
Appears in 2 contracts
Samples: Merger Agreement (General Growth Properties Inc), Merger Agreement (Rouse Company)
Directors and Officers. (a) The From and after the Effective Time, the directors of Merger Sub I immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, until the earlier of their resignation or removal or Corporation and shall hold office until their respective successors are duly elected and qualified, as the case may beor their earlier death, resignation or removal.
(b) The From and after the Effective Time, the officers of the Company Merger Sub I immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, until the earlier of their resignation or removal or Corporation and shall hold office until their respective successors are duly elected or appointed and qualified, as the case may beor their earlier death, resignation or removal.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lumentum Holdings Inc.), Agreement and Plan of Merger (Coherent Inc)
Directors and Officers. (a) The Unless otherwise determined by Parent prior to the Effective Time, the directors and officers or managers of Merger Sub immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation, Entity as of the Effective Time until the earlier of their resignation or removal or until their respective successors are duly elected and qualifieddeath, as the case may be.
(b) The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, (as the case may be) and qualified.
Appears in 2 contracts
Samples: Merger Agreement (RCS Capital Corp), Merger Agreement (Investors Capital Holdings LTD)
Directors and Officers. (a) The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.
(b) The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may be.
Appears in 2 contracts
Samples: Merger Agreement (Virtusa Corp), Merger Agreement (DealerTrack Holdings, Inc.)
Directors and Officers. (a) The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving CorporationCorporation from and after the Effective Time, until the earlier of their resignation or removal or otherwise ceasing to be a director or until their respective successors are duly elected and qualified, as the case may be. The officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation from and after the Effective Time, until the earlier of their resignation or removal or otherwise ceasing to be an officer or until their respective successors are duly elected and qualified, as the case may be.
(b) The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may be.
Appears in 2 contracts
Samples: Merger Agreement (American Cellular Corp /De/), Merger Agreement (Dobson Communications Corp)
Directors and Officers. (a) The At the Effective Time, the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, Corporation until the earlier of their death, disability, resignation or removal removal, or until their respective successors are duly elected and qualified, as the case may be.
(b) The officers of the Company immediately prior to At the Effective Time shall be Time, the officers of the Surviving Corporation, Corporation shall be the individuals set forth on Schedule 2.05(b) of the Parent Disclosure Letter until the earlier of their death, disability, resignation or removal removal, or until their respective successors are duly elected or appointed and qualified, as the case may be.
Appears in 1 contract
Samples: Merger Agreement (Fidelity National Financial Inc /De/)
Directors and Officers. (a) The directors and officers of the Merger Sub immediately prior to the Effective Time shall will, from and after the Effective Time, be the directors and officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.
(b) The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may be.
Appears in 1 contract
Directors and Officers. At the Effective Time, (ai) The the directors ----------------------- of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, as and (ii) the case may be.
(b) The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving CorporationCorporation and shall continue to hold the offices they held immediately prior to the Effective Time, until the earlier of their resignation or removal or to serve until their respective successors are duly elected or appointed and qualified, as the case may be.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Netratings Inc)
Directors and Officers. From and after the Effective Time, until the earlier of their death, resignation, removal or until their respective successors are duly elected or appointed and qualified in accordance with Applicable Law, (ai) The the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, until Corporation and (ii) the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.
(b) The officers of the Company Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may be.
Appears in 1 contract
Directors and Officers. From and after the Effective Time, (a) The the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, until each to hold office in accordance with the earlier certificate of their resignation or removal or until their respective successors are duly elected incorporation and qualifiedbylaws of the Surviving Corporation, as the case may be.
and (b) The the officers of the Company Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, in each case until the earlier of their death, resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may be.
Appears in 1 contract
Directors and Officers. (a) The directors of Merger Sub Subsidiary immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, until and the earlier Board of their resignation or removal or until their respective successors are duly elected and qualifiedDirectors will approve, prior to the Merger, the directors of Merger Subsidiary as the case may bedirectors of the Surviving Corporation.
(b) The officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, until the earlier of their resignation or removal or in each case until their respective successors are duly elected or appointed and qualifiedor until their earlier resignation, as the case may beremoval from office or death.
Appears in 1 contract
Samples: Recapitalization Agreement (Sunburst Hospitality Corp)
Directors and Officers. At the Effective Time, (a) The the directors of ---------------------- Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may be.
and (b) The the officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may be.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Sandpiper Networks Inc)
Directors and Officers. (a) The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.
(b) The officers of the Company immediately prior each to hold office from the Effective Time shall be in accordance with the officers Certificate of Incorporation and By-Laws of the Surviving Corporation, until the earlier of their resignation or removal or Corporation until their respective successors are duly elected or appointed and qualified.
(b) The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, as each to hold office from the case may beEffective Time in accordance with the Certificate of Incorporation and By-Laws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified.
Appears in 1 contract
Samples: Merger Agreement (Kahn Stephen I)
Directors and Officers. (a) The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, until the earlier of their resignation or removal or Corporation until their respective successors are duly elected or appointed and qualifiedqualified or until their earlier death, as resignation or removal in accordance with the case may bearticles of incorporation and bylaws of the Surviving Corporation.
(b) The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or Corporation until their respective successors are duly elected or appointed and qualifiedqualified or until their earlier death, as resignation or removal in accordance with the case may bearticles of incorporation and bylaws of the Surviving Corporation.
Appears in 1 contract
Directors and Officers. At the Effective Time, (a) The the ---------------------- directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may be.
and (b) The the officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may be.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Digital Island Inc)
Directors and Officers. (a) The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, until Corporation and shall hold office in accordance with the earlier certificate of their resignation or removal or incorporation and bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualifiedqualified or until their earlier death, as the case may be.
(b) resignation or removal. The officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, until Corporation and shall hold office in accordance with the earlier certificate of their resignation or removal or incorporation and bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualifiedqualified or until their earlier death, as the case may beresignation or removal.
Appears in 1 contract
Directors and Officers. (a) The directors and officers of Merger Sub immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation, in each case, until the earlier of their his or her resignation or removal or until their respective successors are duly elected and qualifiedotherwise ceasing to be a director or officer, as the case may be.
(b) The officers , or until his or her respective successor is duly elected and qualified. Each current director of the Company immediately prior shall submit his or her resignation at the Closing to be effective at the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may beTime.
Appears in 1 contract
Directors and Officers. (a) The directors and officers of ---------------------- Merger Sub holding office immediately prior to the Effective Time shall shall, from and after the Effective Time, be the directors of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.
(b) The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are shall have been duly elected or appointed and qualifiedqualified or until their earlier death, as resignation or removal in accordance with the case may beSurviving Corporation's Certificate of Incorporation and By- Laws.
Appears in 1 contract
Directors and Officers. (a) The At the Effective Time, the directors of Merger ---------------------- Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, to hold office until the earlier of their resignation such time as such directors resign, are removed or removal or until their respective successors are duly elected or appointed and qualified, as the case may be.
(b) . The officers of the Company Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, to hold office until the earlier of their resignation such time as such officers resign, are removed or removal or until their respective successors are duly elected or appointed and qualified, as the case may be.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Vignette Corp)
Directors and Officers. (a) The directors of Merger Sub immediately prior to at the Effective Time shall be the directors of the Surviving Corporation, until Corporation and shall hold office in accordance with the earlier articles of their resignation or removal or incorporation and bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified, as the case may be.
(b) qualified or until their earlier resignation or removal. The officers of the Company immediately prior to Merger Sub at the Effective Time shall be the officers of the Surviving Corporation, until Corporation and shall hold office in accordance with the earlier articles of their resignation or removal or incorporation and bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified, as the case may bequalified or until their earlier resignation or removal.
Appears in 1 contract
Samples: Merger Agreement (Impath Inc)
Directors and Officers. (a) The directors of Merger Sub immediately prior to the Effective Time shall be will become the directors of the Surviving Corporation at the Effective Time, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. The individuals set forth in Schedule 2.3 will become the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.
(b) The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may be.
Appears in 1 contract
Samples: Merger Agreement (Omnicare Inc)
Directors and Officers. (a) The directors of Merger Sub (if the Effective Time follows the Control Date) or the Company (if the Effective Time precedes the Control Date), in either case immediately prior to the Effective Time Time, shall be the initial directors of the Surviving Corporation, until each to hold office in accordance with the earlier Certificate of their resignation or removal or until their respective successors are duly elected Incorporation and qualifiedBy-laws of the Surviving Corporation, as and the case may be.
(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 the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, (as the case may be) and qualified.
Appears in 1 contract
Samples: Merger Agreement (SCH Holdings Corp)
Directors and Officers. (a) The directors of Merger Sub immediately prior to From and after the Effective Time shall be the directors of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.
(b) The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving CorporationTime, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualifiedqualified in accordance with applicable Law, as (a) the case may bedirectors of Merger Sub at the Effective Time shall be the directors of the Surviving Corporation, and (b) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation.
Appears in 1 contract
Samples: Merger Agreement (Packaged Ice Inc)
Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with applicable law and the Certificate of Incorporation and Bylaws of the Surviving Corporation (a) The or until their earlier resignation or removal), the directors of Merger Sub immediately prior to at the Effective Time shall will be the directors of the Surviving CorporationCorporation and, until except as may be specified by Parent pursuant to Schedule 3.3, the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.
(b) The officers of the Company immediately prior to Merger Sub at the Effective Time shall will be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may be.
Appears in 1 contract
Directors and Officers. (a) The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, Corporation until the earlier of their resignation or removal or until the election of their respective successors are duly elected successors. The Company shall cause all directors of the Company to resign immediately prior to the Effective Time and qualified, as the case may beCompany shall deliver to Parent evidence reasonably satisfactory to Parent of the resignation of all directors of the Company.
(b) The officers of the Company Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, Corporation until the earlier of their resignation or removal or until the election of their respective successors are duly elected or appointed and qualified, as the case may besuccessors.
Appears in 1 contract
Directors and Officers. (a) The directors and officers of Merger Sub immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation, in each case, until the earlier of their his or her resignation or removal or until their respective successors are duly elected and qualifiedotherwise ceasing to be a director or officer, as the case may be, or until his or her respective successor is duly elected and qualified in accordance with the Certificate of Incorporation and By-Laws of the Surviving Corporation.
(b) The officers Each current director of the Company immediately prior shall submit his or her resignation at the Closing to be effective at the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may beTime.
Appears in 1 contract
Samples: Merger Agreement (Genzyme Corp)
