Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, to serve until the earlier of their resignation or removal or until their respective successors are duly elected and qualified. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve until the earlier of their resignation or removal or until their respective successors are duly elected and qualified.
Appears in 8 contracts
Samples: Merger Agreement (Hytek Microsystems Inc), Merger Agreement (Autonomy Corp PLC), Merger Agreement (Virage Inc)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, to serve until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve until the earlier of their resignation or removal or until their respective successors are duly elected and or appointed or qualified.
Appears in 8 contracts
Samples: Agreement and Plan of Reorganization (Zamba Corp), Merger Agreement (Energynorth Inc), Agreement and Plan of Reorganization (Parametric Technology Corp)
Directors and Officers. The At the Effective Time, the directors of Merger Sub Sub, as in effect immediately prior to the Effective Time Time, shall be the initial directors of the Surviving Corporation, to serve until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified. The officers of Merger Sub Sub, as in effect immediately prior to the Effective Time Time, shall be the initial officers of the Surviving Corporation, to serve until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified.
Appears in 6 contracts
Samples: Agreement and Plan of Reorganization (Essex Portfolio Lp), Merger Agreement (Crossroads Systems Inc), Agreement and Plan of Merger and Reorganization (724 Solutions Inc)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to serve until hold office in accordance with the earlier Certificate of their resignation or removal or until their respective successors are duly elected Incorporation and qualified. The Bylaws of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve until the earlier of their resignation or removal or in each case until their respective successors are duly elected or appointed and qualified, or their earlier death, resignation or removal.
Appears in 5 contracts
Samples: Merger Agreement (8x8 Inc /De/), Merger Agreement (Netlogic Microsystems Inc), Merger Agreement (Netlogic Microsystems Inc)
Directors and Officers. The directors of Merger Sub immediately prior to the Merger Effective Time shall be the initial directors of the Surviving Corporation, each to serve until hold office in accordance with the earlier charter and bylaws of their resignation or removal or until their respective successors are duly elected the Surviving Corporation, and qualified. The the officers of Merger Sub immediately prior to the Merger Effective Time shall be the initial officers of the Surviving Corporation, to serve until the earlier of their resignation or removal or in each case until their respective successors are duly elected and qualifiedqualified or until such director’s or officer’s earlier death, resignation or removal.
Appears in 5 contracts
Samples: Merger Agreement, Merger Agreement (Ig Design Group Americas, Inc.), Merger Agreement (CSS Industries Inc)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time and such officers as may be appointed by the directors of Merger Sub immediately prior to the Effective Time shall be the initial directors and officers, respectively, of the Surviving Corporation, to serve in each case until the earlier of their his or her resignation or removal or until their respective successors are duly elected and qualified. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve until the earlier of their resignation his or removal or until their respective her successors are duly elected and qualified.
Appears in 5 contracts
Samples: Merger Agreement (Ophthalmic Imaging Systems), Merger Agreement (Merge Healthcare Inc), Merger Agreement (Bio Imaging Technologies Inc)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to serve until hold office in accordance with the earlier Certificate of their resignation or removal or until their respective successors are duly elected Incorporation and qualified. The By-laws of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve 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, resignation or removal.
Appears in 5 contracts
Samples: Merger Agreement (Bio Logic Systems Corp), Merger Agreement (Applied Innovation Inc), Merger Agreement (Checkfree Corp \Ga\)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to serve until hold office in accordance with the earlier Articles of their resignation or removal or until their respective successors are duly elected Incorporation and qualified. The Bylaws of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve 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, resignation or removal.
Appears in 5 contracts
Samples: Merger Agreement (School Specialty Inc), Merger Agreement, Merger Agreement (Sunair Services Corp)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to serve until hold office in accordance with the earlier Certificate of their resignation or removal or until their respective successors are duly elected Incorporation and qualified. The officers by-laws of Merger Sub immediately prior to the Effective Time Surviving Corporation, and the individuals listed on Schedule 2.06 shall be the initial officers of the Surviving Corporation, to serve 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, resignation or removal.
Appears in 5 contracts
Samples: Merger Agreement (Brands Holdings LTD), Merger Agreement (Everlast Worldwide Inc), Merger Agreement (Horowitz Seth)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to serve until hold office in accordance with the earlier Certificate of their resignation or removal or until their respective successors are duly elected Incorporation and qualified. The By-Laws of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve until the earlier of their resignation or removal or in each case until their respective successors are duly elected or appointed and qualified.
Appears in 5 contracts
Samples: Merger Agreement (Renaissance Worldwide Inc), Merger Agreement (Autonomous Technologies Corp), Merger Agreement (Summit Technology Inc)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to serve until hold office in accordance with the earlier Certificate of their resignation or removal or until their respective successors are duly elected Incorporation and qualified. The By-laws of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve 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, resignation or removal.
Appears in 5 contracts
Samples: Merger Agreement (Chippac Inc), Merger Agreement (Chippac Inc), Agreement and Plan of Merger and Reorganization (Temasek Holdings LTD)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to serve until hold office in accordance with the earlier Articles of their resignation or removal or until their respective successors are duly elected Incorporation and qualified. The By-laws of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve 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, resignation or removal.
Appears in 4 contracts
Samples: Merger Agreement (Stantec Inc), Agreement and Plan of Merger and Reorganization (Romarco Minerals Inc), Merger Agreement (Zila Inc)
Directors and Officers. The At the Effective Time, the directors of Merger Sub Sub, serving in such capacity immediately prior to the Effective Time Time, shall be the initial directors of the Surviving Corporation, to serve until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified. The officers of Merger Sub Sub, holding office immediately prior to the Effective Time Time, shall be the initial officers of the Surviving Corporation, to serve until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Credence Systems Corp), Merger Agreement (Nptest Holding Corp), Merger Agreement (Plumtree Software Inc)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, to serve until Corporation and the earlier of their resignation or removal or until their respective successors are duly elected and qualified. The officers of Merger Sub the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case to serve until hold office in accordance with the earlier certificate of their resignation or removal or incorporation and by-laws of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified.
ARTICLE 2 Effect of the Merger on Securities of the Company and Merger Sub; Recapitalization 2.1
Appears in 4 contracts
Samples: Information Statement (Allmerica Financial Corp), Information Statement (Allmerica Financial Corp), Information Statement (Allmerica Financial Corp)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to serve until hold office in accordance with the earlier Articles of their resignation or removal or until their respective successors are duly elected Incorporation and qualified. The Bylaws of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve until the earlier of their resignation or removal or in each case until their respective successors are duly elected or appointed and qualified.
Appears in 4 contracts
Samples: Merger Agreement (DemandTec, Inc.), Merger Agreement (DemandTec, Inc.), Merger Agreement (Apple Computer Inc)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving CorporationCompany, each to serve until hold office in accordance with the earlier Articles of their resignation Association of the Surviving Company, and, except as determined by Parent or removal or until their respective successors are duly elected and qualified. The Merger Sub prior to the Effective Time, the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving CorporationCompany, to serve 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, resignation or removal.
Appears in 4 contracts
Samples: Merger Agreement (NCR Corp), Merger Agreement (Retalix LTD), Merger Agreement (Retalix LTD)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to serve until hold office in accordance with the earlier certificate of their resignation or removal or until their respective successors are duly elected incorporation and qualified. The bylaws of the Surviving Corporation, and the officers of Merger Sub the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to serve until hold office in accordance with the earlier certificate of their resignation or removal or incorporation and bylaws 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 4 contracts
Samples: Agreement and Plan of Merger (Aeroflex Inc), Merger Agreement (Aeroflex Inc), Merger Agreement (Bradley Pharmaceuticals Inc)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to serve until hold office in accordance with the earlier Certificate of their resignation or removal or until their respective successors are duly elected Incorporation and qualified. The Bylaws of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve 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, resignation or removal.
Appears in 4 contracts
Samples: Merger Agreement (Geo Group Inc), Merger Agreement (Correctional Services Corp), Merger Agreement (Huizenga H Wayne)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to serve until 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, disability, resignation or removal. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve 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, disability, resignation or removal.
Appears in 3 contracts
Samples: Merger Agreement (REVA Medical, Inc.), Merger Agreement (Cytyc Corp), Merger Agreement (Cytyc Corp)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to serve until hold office in accordance with the earlier articles of their resignation or removal or until their respective successors are duly elected incorporation and qualified. The bylaws of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve until the earlier of their resignation or removal or in each case until their respective successors are duly elected or appointed and qualified.
Appears in 3 contracts
Samples: Merger Agreement (Nu Skin Enterprises Inc), Merger Agreement (Nu Skin Enterprises Inc), Merger Agreement (Silicon Graphics Inc /Ca/)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall will be the initial directors of the Surviving Corporation, and the officers of Merger Sub immediately prior to serve the Effective Time will be the initial officers of the Surviving Corporation, in each case to hold office until the earlier of their resignation or removal or until their respective successors are successor is duly elected and qualified. The officers qualified in accordance with the certificate of Merger Sub immediately prior to the Effective Time shall be the initial officers incorporation and bylaws of the Surviving Corporation, to serve until the earlier of their resignation or removal or until their respective successors are duly elected and qualified.
Appears in 3 contracts
Samples: Merger Agreement (Wyndham Hotels & Resorts, Inc.), Merger Agreement (La Quinta Holdings Inc.), Merger Agreement (Wyndham Worldwide Corp)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to serve until hold office in accordance with the earlier Certificate of their resignation or removal or until their respective successors are duly elected Incorporation and qualified. The Bylaws of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve until the earlier of their resignation or removal or in each case until their respective successors are duly elected or appointed and qualified.
Appears in 3 contracts
Samples: Merger Agreement (Conductus Inc), Merger Agreement (Superconductor Technologies Inc), Merger Agreement (Agile Software Corp)
Directors and Officers. The directors and officers of Merger Sub serving in those positions immediately prior to the Effective Time shall be become, as of the initial Effective Time, and shall remain the directors and officers of the Surviving CorporationCorporation after the Merger, to serve until the earlier of their resignation or removal or in each case until their respective successors are duly elected or appointed and qualified. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve qualified or until the earlier of their death, resignation or removal or until their respective successors are duly elected in accordance with the certificate of incorporation and qualifiedbylaws of Merger Sub.
Appears in 3 contracts
Samples: Merger Agreement, Merger Agreement (Motif Bio PLC), Merger Agreement (Motif Bio PLC)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, to serve until the earlier of their resignation or removal or until their respective successors are duly elected and qualified. The officers of Merger Sub immediately prior to the Effective Time of the Merger shall be the initial directors and officers of the Surviving Corporation, to serve until Corporation at the earlier Effective Time of their resignation or removal or the Merger and shall hold office from the Effective Time of the Merger until their respective successors are duly elected or appointed and qualifiedqualified in the manner provided in the Certificate of Incorporation and By-Laws of the Surviving Corporation, or as otherwise provided by law.
Appears in 3 contracts
Samples: Agreement of Merger and Plan of Reorganization (Nextel Communications Inc), Merger Agreement (Pittencrieff Communications Inc), Agreement of Merger and Plan of Reorganization (Pittencrieff Communications Inc)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to serve until hold office in accordance with the earlier Certificate of their resignation or removal or Incorporation and the bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualifiedqualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s Certificate of Incorporation and bylaws. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve until the earlier of their resignation or removal or until their respective successors are duly elected and qualified.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Google Inc.), Agreement and Plan of Merger (Google Inc.)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall will be the initial directors of the Surviving Corporation, to serve until and the earlier of their resignation or removal or until their respective successors are duly elected and qualified. The officers of Merger Sub the Company immediately prior to the Effective Time shall will be the initial officers of the Surviving Corporation, to serve in each case, until the earlier of their resignation his or removal her death, resignation, or removal, or until their respective successors are his or her successor is duly elected and qualified.
Appears in 3 contracts
Samples: Merger Agreement (Vapotherm Inc), Merger Agreement (Vapotherm Inc), Merger Agreement (Army Joseph)
Directors and Officers. The directors officers of Merger Sub immediately prior to the Effective Time shall shall, at the Effective Time, be the initial directors officers of the Surviving Corporation, to serve until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. The officers directors of Merger Sub immediately prior to the Effective Time shall shall, at the Effective Time, be the initial officers directors of the Surviving Corporation, to serve until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.
Appears in 3 contracts
Samples: Merger Agreement (VOXX International Corp), Merger Agreement (Gentex Corp), Merger Agreement (Gentex Corp)
Directors and Officers. The directors of Merger Sub II immediately prior to the Effective Time shall be the initial directors of the Surviving CorporationCompany, to serve until and the earlier of their resignation or removal or until their respective successors are duly elected and qualified. The officers of Merger Sub II. immediately prior to the Effective Time shall be the initial officers of the Surviving CorporationCompany, each to serve until hold office in accordance with the earlier organizational documents of their resignation or removal or the Surviving Company as described in Section 2.01 and Section 2.02, 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, Reorganization Agreement (KKR & Co. Inc.), Merger Agreement (KKR & Co. Inc.)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, to serve until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve until the earlier of their resignation or removal or until their respective successors are duly elected and or appointed or qualified.
Appears in 3 contracts
Samples: Merger Agreement (Allegro New Media Inc), Agreement and Plan of Reorganization (Phoenix Technologies LTD), Merger Agreement (Allegro New Media Inc)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to serve until hold office in accordance with the earlier Certificate of their resignation or removal or until their respective successors are duly elected Incorporation and qualified. The Bylaws of the Surviving Corporation, and the officers of the Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve until the earlier of their resignation or removal or in each case until their respective successors are duly elected or appointed and qualified.
Appears in 3 contracts
Samples: Merger Agreement (Cytyc Corp), Merger Agreement (Mgi Pharma Inc), Merger Agreement (Mgi Pharma Inc)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be and the initial directors officers of the Surviving Corporation, to serve until the earlier of their resignation or removal or until their respective successors are duly elected and qualified. The officers of Merger Sub Company immediately prior to the Effective Time shall be the initial directors and officers, respectively, of the Surviving Corporation (other than those who Merger Sub determines shall not remain as officers of the Surviving Corporation) until their successors have been duly elected or appointed and qualified or until their earlier death, to serve until the earlier of their resignation or removal or until their respective successors are duly elected in accordance with the certificate of incorporation and qualifiedbylaws of the Surviving Corporation.
Appears in 3 contracts
Samples: Merger Agreement (Lear Corp), Merger Agreement (American Real Estate Partners L P), Merger Agreement (Lear Corp)
Directors and Officers. The Subject to applicable law, the directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, to serve until the earlier of their resignation or removal or Corporation and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal. The officers of Merger Sub the Company immediately prior to the Effective Time Closing Date shall be the initial officers of the Surviving Corporation, to serve until the earlier of their resignation or removal or Corporation and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.
Appears in 3 contracts
Samples: Merger Agreement (Capital Bank Financial Corp.), Merger Agreement (Capital Bank Financial Corp.), Merger Agreement (Southern Community Financial Corp)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to serve until hold office in accordance with the earlier Certificate of their resignation Incorporation and By-laws of the Surviving Corporation and, except as determined by Parent or removal or until their respective successors are duly elected and qualified. The Merger Sub prior to the Effective Time, the officers of Merger Sub the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve 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, resignation or removal.
Appears in 3 contracts
Samples: Merger Agreement, Merger Agreement (McAfee, Inc.), Merger Agreement (Intel Corp)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to serve until hold office in accordance with the earlier certificate of their resignation or removal or until their respective successors are duly elected incorporation and qualified. The bylaws of the Surviving Corporation; and the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve until the earlier of their resignation or removal or in each case until their respective successors are duly elected or appointed and qualifiedqualified in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.
Appears in 3 contracts
Samples: Merger Agreement (Medco Research Inc), Merger Agreement (King Pharmaceuticals Inc), Merger Agreement (King Pharmaceuticals Inc)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be and the initial directors officers of the Surviving Corporation, to serve until the earlier of their resignation or removal or until their respective successors are duly elected and qualified. The officers of Merger Sub Company immediately prior to the Effective Time shall be the initial officers directors and officers, respectively, of the Surviving Corporation, to serve in each case until the earlier of their his or her resignation or removal or until their respective his or her successors are duly elected and qualified.
Appears in 3 contracts
Samples: Merger Agreement (Kos Pharmaceuticals Inc), Merger Agreement (Jaharis Mary), Merger Agreement (Abbott Laboratories)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, to serve until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve until the earlier of their resignation or removal or until their respective successors are duly elected and qualifiedappointed.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Va Linux Systems Inc), Agreement and Plan of Reorganization (Va Linux Systems Inc), Merger Agreement (Andover Net Inc)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to serve until hold office in accordance with the earlier Articles of their resignation or removal or Incorporation and the Bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualifiedqualified or until their earlier death, resignation or removal in accordance with the Articles of Incorporation and Bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve until the earlier of their resignation or removal or until their respective successors are duly elected and qualified.
Appears in 3 contracts
Samples: Merger Agreement (Sourcefire Inc), Merger Agreement (Webmethods Inc), Merger Agreement (Si International Inc)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to serve until hold office in accordance with the earlier certificate of their resignation or removal or incorporation and the bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualifiedqualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate or incorporation and bylaws. The Unless otherwise determined by Parent prior to the Effective Time, the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve until the earlier of their resignation or removal or until their respective successors are duly elected and qualified.
Appears in 2 contracts
Samples: Merger Agreement (AOL Inc.), Merger Agreement (AOL Inc.)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, to serve until the earlier of their resignation or removal or Corporation and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal in accordance with applicable Law and the Surviving Corporation’s Certificate of Incorporation and Bylaws. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve until the earlier of their resignation or removal or Corporation and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.
Appears in 2 contracts
Samples: Merger Agreement (Allion Healthcare Inc), Merger Agreement (Allion Healthcare Inc)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall will be the initial directors of the Surviving Corporation, to serve until and the earlier of their resignation or removal or until their respective successors are duly elected and qualified. The officers of Merger Sub the Company immediately prior to the Effective Time shall will be the initial officers of the Surviving Corporation, each to serve hold office until the his or her respective successor is duly elected or appointed and qualified, or his or her earlier of their death, resignation or removal or until their respective successors are duly elected removal, in accordance with the Surviving Corporation’s certificate of incorporation and qualifiedbylaws and the DGCL.
Appears in 2 contracts
Samples: Merger Agreement (Home Depot, Inc.), Merger Agreement (HD Supply Holdings, Inc.)
Directors and Officers. The directors of the Merger Sub immediately prior to the Effective Time shall will be the initial directors of the Surviving Corporation, to serve until and the earlier of their resignation or removal or until their respective successors are duly elected and qualified. The officers of the Merger Sub immediately prior to the Effective Time shall will be the initial officers of the Surviving Corporation, to serve until the earlier of their resignation or removal or in each case until their respective successors are duly elected and qualified. Prior to the Effective Time, the Company shall cause each member of the Company Board to execute and deliver a letter effectuating his or her resignation as a director of the Company (and, to the extent requested by the Parent, the Company’s Subsidiary) effective upon the Effective Time.
Appears in 2 contracts
Samples: Merger Agreement (Essilor International /Fi), Merger Agreement (Costa Inc)
Directors and Officers. The At the Effective Time, those persons who were the directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, to serve in each case until the earlier of their resignation successors are elected or removal appointed or until their respective successors are duly elected and qualifiedearlier resignation or removal. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve until the earlier of their resignation or removal or until their respective successors are duly elected and qualifiedor appointed or until their earlier resignation or removal.
Appears in 2 contracts
Samples: Merger Agreement (Wellcare Group Inc), Merger Agreement (Wellcare Management Group Inc)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall will be the initial directors of the Surviving Corporation, to serve until and the earlier of their resignation or removal or until their respective successors are duly elected and qualified. The officers of Merger Sub immediately prior to the Effective Time shall will be the initial officers of the Surviving Corporation, to serve in each case 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.
Appears in 2 contracts
Samples: Merger Agreement (Symmetry Surgical Inc.), Agreement and Plan of Merger (Symmetry Medical Inc.)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, to serve until the earlier of their resignation or removal or Corporation and shall hold office until their respective successors are duly elected and qualified, or until their earlier death, resignation or removal. The officers of Merger Sub the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to serve hold office until the earlier of their resignation or removal successors are duly appointed and qualified, or until their respective successors are duly elected and qualifiedearlier death, resignation or removal.
Appears in 2 contracts
Samples: Merger Agreement (Ingram Micro Inc), Merger Agreement (Brightpoint Inc)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to serve until hold office in accordance with the earlier Certificate of their resignation or removal or until their respective successors are duly elected Incorporation and qualified. The By-Laws of the Surviving Corporation, and the officers of Merger Sub the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve 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, resignation or removal.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Psychiatric Solutions Inc), Merger Agreement (Bright Horizons Family Solutions Inc)
Directors and Officers. The Each of the directors of Merger Sub immediately prior to the Effective Time shall be the initial directors a director of the Surviving Corporation, to serve until Corporation and each of the earlier of their resignation or removal or until their respective successors are duly elected and qualified. The officers of the Merger Sub immediately prior to the Effective Time shall be the initial officers an officer of the Surviving Corporation, to serve in each case until the earlier of their resignation his or removal or until their respective successors are her successor is duly elected and qualified, or until his or her earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and by-laws.
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement (Valeant Pharmaceuticals International, Inc.)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, to serve until the earlier of their resignation or removal or until their respective successors are duly elected and qualified. The officers of Merger Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, to serve in each case, until the earlier of their his or her resignation or removal or otherwise ceasing to be a director or officer, as the case may be, or until their his or her respective successors are successor is duly elected or appointed and qualified. Each director of the Company immediately prior to the Effective Time shall submit his or her resignation at the Closing to be effective at the Effective Time.
Appears in 2 contracts
Samples: Merger Agreement (Narrowstep Inc), Merger Agreement (Onstream Media CORP)
Directors and Officers. The At the Effective Time, the directors of Merger Sub Sub, serving in such capacity immediately prior to the Effective Time Time, shall be the initial directors of the Surviving Corporation, to serve until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified. The officers of Merger Sub Sub, holding office immediately prior to the Effective Time Time, shall be the initial officers of the Surviving Corporation, to serve until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Novellus Systems Inc), Merger Agreement (Speedfam Ipec Inc)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, to serve until the earlier of their resignation or removal or Company and shall hold office until their respective successors are duly elected and qualifiedappointed, or their earlier death, resignation or removal. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve until the earlier of their resignation or removal or Company and shall hold office until their respective successors are duly elected appointed and qualified, or their earlier death, resignation or removal.
Appears in 2 contracts
Samples: Merger Agreement (SWS Group Inc), Merger Agreement (Hilltop Holdings Inc.)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, to serve until the earlier of their resignation or removal or Corporation and shall hold office until their respective successors and assigns are duly elected and qualified, or their earlier death, resignation or removal. The officers of Merger Sub the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to serve hold office until the earlier of their resignation or removal or until their respective successors are duly elected and qualifiedremoval.
Appears in 2 contracts
Samples: Merger Agreement (Primedia Inc), Merger Agreement (Del Monte Foods Co)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, to serve until the earlier of their resignation or removal or Corporation and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal. The officers of Merger Sub the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to serve hold office until the earlier of their death, resignation or removal or until their respective successors are duly elected and qualifiedremoval.
Appears in 2 contracts
Samples: Merger Agreement (Xo Holdings Inc), Merger Agreement (Icahn Carl C)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to serve until hold office in accordance with the earlier Certificate of their resignation or removal or until their respective successors are duly elected Incorporation and qualified. The By-laws of the Surviving Corporation, and the officers of Merger Sub the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve 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, resignation or removal.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (First Mercury Financial Corp), Merger Agreement (Zenith National Insurance Corp)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to serve until hold office in accordance with the earlier certificate of their resignation or removal or incorporation and the bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualifiedqualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylaws. The Unless otherwise determined by FNB prior to the Effective Time, the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve until the earlier of their resignation or removal or until their respective successors are duly elected and qualified.
Appears in 2 contracts
Samples: Merger Agreement (FNB United Corp.), Merger Agreement (Bank of Granite Corp)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to serve until hold office in accordance with the earlier Certificate of their resignation or removal or until their respective successors are duly elected Incorporation and qualified. The Bylaws, and the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve 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, resignation or removal.
Appears in 2 contracts
Samples: Merger Agreement (Geo Group Inc), Merger Agreement (Geo Group Inc)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial only directors of the Surviving Corporation, each to serve hold office until the his or her successor is duly elected or appointed and qualified or until his or her earlier of their death, resignation or removal or until their respective successors are duly elected and qualifiedremoval. The officers of Merger Sub the Company immediately prior to the Effective Time shall be the initial officers of the Surviving CorporationCorporation at the Effective Time, each to serve hold office until the earlier of their resignation his or her resignation, removal or until death and the due election and qualification of their respective successors are duly elected and qualifiedsuccessors.
Appears in 2 contracts
Samples: Merger Agreement (Brigham Exploration Co), Merger Agreement (Statoil Asa)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving CorporationCompany, each to serve until hold office in accordance with the earlier Certificate of their resignation or removal or until their respective successors are duly elected Incorporation and qualified. The By-laws of the Surviving Company, and the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving CorporationCompany, to serve until the earlier of their resignation or removal or in each case until their respective successors are duly elected and qualifiedor until their earlier resignation, removal from office or death.
Appears in 2 contracts
Samples: Merger Agreement (NBC Internet Inc), Merger Agreement (General Electric Co)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and the officers of the Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, to serve in each case, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified. The officers of Merger Sub immediately prior to , as the Effective Time shall be the initial officers of the Surviving Corporation, to serve until the earlier of their resignation or removal or until their respective successors are duly elected and qualifiedcase may be.
Appears in 2 contracts
Samples: Merger Agreement (Plato Learning Inc), Merger Agreement (Lightspan Inc)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to serve until hold office in accordance with the earlier certificate of their resignation or removal or until their respective successors are duly elected incorporation and qualified. The bylaws of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve 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, resignation or removal.
Appears in 2 contracts
Samples: Merger Agreement (Esperion Therapeutics Inc/Mi), Merger Agreement (Pfizer Inc)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to serve until hold office in accordance with the earlier Articles of their resignation or removal or Incorporation and the Bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualifiedqualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve until the earlier of their resignation or removal or until their respective successors are duly elected and qualified.
Appears in 2 contracts
Samples: Merger Agreement (Veeco Instruments Inc), Merger Agreement (Veeco Instruments Inc)
Directors and Officers. 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, to serve until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified. The officers of the Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Amerilink Corp), Agreement and Plan of Reorganization (Tandy Corp /De/)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to serve until hold office in accordance with the earlier Certificate of their resignation or removal or until their respective successors are duly elected Incorporation and qualified. The Bylaws of the Surviving Corporation, and the officers of Merger Sub the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve 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, resignation or removal.
Appears in 2 contracts
Samples: Merger Agreement (Ameron International Corp), Merger Agreement (Synagro Technologies Inc)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, to serve in each case until the earlier of their resignation successors are elected or removal appointed and qualified or until their respective successors are duly elected and qualifiedearlier resignation or removal. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to serve until 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.
Appears in 2 contracts
Samples: Merger Agreement (Trustwave Holdings, Inc.), Merger Agreement (Trustwave Holdings, Inc.)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to serve until hold office in accordance with the earlier Certificate of their resignation or removal or Incorporation and the Bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualifiedqualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s Certificate of Incorporation and Bylaws. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve until the earlier of their resignation or removal or until their respective successors are duly elected and qualified.
Appears in 2 contracts
Samples: Merger Agreement (Protection One Inc), Merger Agreement (Optium Corp)
Directors and Officers. The directors of the Merger Sub immediately prior to the Effective Time shall will be the initial directors of the Surviving Corporation, to serve until and the earlier of their resignation or removal or until their respective successors are duly elected and qualified. The officers of the Merger Sub immediately prior to the Effective Time shall will be the initial officers of the Surviving Corporation, to serve until the earlier of their resignation or removal or in each case until their respective successors are duly elected and qualified. Prior to the Effective Time, the Company shall cause each member of the Company Board to execute and deliver a letter effectuating his or her resignation as a director of the Company (and, to the extent requested by the Parent, each of the Company’s Subsidiaries) effective upon the Effective Time.
Appears in 2 contracts
Samples: Merger Agreement (Perkinelmer Inc), Merger Agreement (Caliper Life Sciences Inc)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to serve until hold office in accordance with the earlier certificate of their resignation incorporation and bylaws of the Surviving Corporation, and, except as determined by Parent or removal or until their respective successors are duly elected and qualified. The Merger Sub prior to the Effective Time, the officers of Merger Sub the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve 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, resignation or removal.
Appears in 2 contracts
Samples: Merger Agreement (Anaplan, Inc.), Merger Agreement (Boingo Wireless, Inc.)
Directors and Officers. The Subject to Section 1.07, the directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving CorporationCompany, each to serve until hold office in accordance with the earlier Limited Liability Company Agreement of their resignation or removal or until their respective successors are duly elected the Surviving Company, and qualified. The the officers of the Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving CorporationCompany, to serve 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, resignation or removal.
Appears in 2 contracts
Samples: Merger Agreement (Prime Hospitality Corp), Merger Agreement (Prime Hospitality Corp)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, to serve until the earlier of their resignation or removal or Corporation and shall hold office until their respective successors and assigns are duly elected and qualified, or their earlier death, resignation or removal. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to serve hold office until the earlier of their death, resignation or removal or until their respective successors are duly elected in accordance with the Surviving Corporation’s certificate of formation and qualifiedbylaws.
Appears in 2 contracts
Samples: Merger Agreement (Veritex Holdings, Inc.), Merger Agreement (Triumph Bancorp, Inc.)
Directors and Officers. The At the Effective Time, the directors of Merger Sub Sub, as in effect immediately prior to the Effective Time Time, shall be the initial directors of the Surviving Corporation, to serve until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified. The officers of Merger Sub Sub, as in effect immediately prior to the Effective Time Time, shall be the initial officers of the Surviving CorporationMerger Sub, to serve until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Cardiovascular Dynamics Inc), Agreement and Plan of Reorganization (Polycom Inc)
Directors and Officers. The directors of Merger Sub holding office immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, to serve until Corporation immediately after the earlier of their resignation or removal or until their respective successors are duly elected and qualifiedEffective Time. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve until Corporation immediately after the earlier of their resignation or removal or until their respective successors are duly elected and qualifiedEffective Time.
Appears in 2 contracts
Samples: Merger Agreement (Allscripts Inc /Il), Merger Agreement (Allscripts Inc /Il)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to serve until hold office in accordance with the earlier Certificate of their resignation or removal or until their respective successors are duly elected Incorporation and qualified. The By-laws of the Surviving Corporation, and the officers of Merger Sub the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve 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, resignation or approval.
Appears in 2 contracts
Samples: Merger Agreement (Mayors Jewelers Inc/De), Merger Agreement (Henry Birks & Sons Inc)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, to serve until the earlier of their resignation or removal or in such capacity until their respective successors are duly elected and qualified. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve until in such capacity at the earlier pleasure of their resignation or removal or the Board of Directors of the Surviving Corporation and until their respective successors are duly elected appointed and qualified. Immediately following the Effective Time, the officers and directors of the Surviving Corporation shall be as set forth in Schedule 1.5 hereto.
Appears in 1 contract
Samples: Merger Agreement (Vizacom Inc)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to serve until hold office in accordance with the earlier of their resignation or removal or Surviving Corporation Charter and the Surviving Corporation Bylaws, and until their respective successors are duly elected and qualifiedqualified or until their earlier death, disability, resignation or removal. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve 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, disability, resignation or removal.
Appears in 1 contract
Samples: Merger Agreement (Teradyne, Inc)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be become, as of the initial Effective Time, and shall remain the directors of the Surviving Corporation, to serve until Corporation after the earlier of their resignation or removal or Merger until their respective successors are duly elected or appointed and qualifiedqualify or until their earlier death, resignation or removal. The officers of Merger Sub the Company immediately prior to the Effective Time shall be become, as of the initial Effective Time, and shall remain the officers of the Surviving Corporation, to serve until Corporation after the earlier of their resignation or removal or Merger until their respective successors are duly elected or appointed and qualifiedqualify or until their earlier death, resignation or removal.
Appears in 1 contract
Samples: Merger Agreement (Accellent Corp.)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to serve until hold office in accordance with the earlier certificate of their resignation or removal or until their respective successors are duly elected incorporation and qualified. The bylaws of the Surviving Corporation, and the officers of Merger Sub the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve 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, resignation or removal.
Appears in 1 contract
Directors and Officers. The directors of Merger Sub as of immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, to Corporation and shall serve until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualifiedqualified in accordance with Certificate of Incorporation and Bylaws of the Surviving Corporation. The officers of Merger Sub the Company as of immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve until the earlier of their resignation or removal or Corporation and shall hold office until their respective successors are duly elected appointed in accordance with Certificate of Incorporation and qualifiedBylaws of the Surviving Corporation.
Appears in 1 contract
Samples: Merger Agreement (Gannett Co., Inc.)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, to serve until the earlier of their resignation or removal or in each case until their respective successors are duly elected or appointed and qualified. The qualified or their earlier death, resignation or removal, and the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve until the earlier of their resignation or removal or in each case until their respective successors are duly elected or appointed and qualifiedqualified or their earlier death, resignation or removal.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Biovail Corp International)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to serve until hold office in accordance with the earlier Certificate of their resignation or removal or until their respective successors are duly elected Incorporation and qualified. The By-laws of the Surviving Corporation, and the officers of Merger Sub the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve 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, resignation or removal.
Appears in 1 contract
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to serve until hold office in accordance with the earlier charter and bylaws of their resignation or removal or until their respective successors are duly elected the Surviving Corporation, and qualified. The the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve until the earlier of their resignation or removal or in each case until their respective successors are duly elected and qualifiedqualified or until such director’s or officer’s earlier death, resignation or removal.
Appears in 1 contract
Samples: Merger Agreement (Meet Group, Inc.)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, to serve until the earlier of their resignation or removal or until their respective successors are duly elected and qualified. The officers of Merger Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, to serve in each case, until the earlier of their his or her resignation or removal or otherwise ceasing to be a director or officer, as the case may be, or until their his or her respective successors are successor is duly elected and qualified. Each current director of Company shall submit his or her resignation at the Closing to be effective at the Effective Time.
Appears in 1 contract
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall will be the initial directors of the Surviving Corporation, to serve until and the earlier of their resignation or removal or until their respective successors are duly elected and qualified. The officers of Merger Sub the Company immediately prior to the Effective Time shall will be the initial officers of the Surviving Corporation, each to serve hold office until the his or her respective successor is duly elected or appointed and qualified, or his or her earlier of their death, resignation or removal or until their respective successors are duly elected removal, in accordance with the Surviving Corporation's certificate of incorporation and qualifiedbylaws and the DGCL.
Appears in 1 contract
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, to serve until the earlier of their resignation or removal or until their respective successors are duly elected and qualified. The officers of Merger Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, to serve in each case until the earlier of their his or her resignation or removal or otherwise ceasing to be a director or officer, as the case may be, or until their his or her respective successors are successor is duly elected and qualified.
Appears in 1 contract
Samples: Merger Agreement (Biomatrix Inc)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to serve until hold office in accordance with the earlier Surviving Corporation Certificate of their resignation or removal or until their respective successors are duly elected Incorporation and qualified. The the Surviving Corporation Bylaws and the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve 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, resignation or removal.
Appears in 1 contract
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, to serve until the earlier of their resignation or removal or Corporation and shall hold office until their respective successors and assigns are duly elected and qualified, or their earlier death, resignation or removal. The officers of Merger Sub the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to serve hold office until the earlier of their death, resignation or removal or until their respective successors are duly elected and qualifiedremoval.
Appears in 1 contract
Samples: Merger Agreement (Tollgrade Communications Inc \Pa\)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, to serve until the earlier of their resignation or removal or Corporation and shall hold office until their respective successors and assigns are duly elected and qualified, or their earlier death, resignation or removal. The officers of Merger Sub the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to serve hold office until the earlier of their death, resignation or removal or until their respective successors are duly elected in accordance with the Surviving Corporation’s articles of incorporation and qualifiedbylaws.
Appears in 1 contract
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, to serve until Corporation and the earlier of their resignation or removal or until their respective successors are duly elected and qualified. The officers of Merger Sub immediately prior to the Effective Time Company shall be the initial officers of the Surviving Corporation, to serve in each case until the earlier of their his or her resignation or removal or otherwise ceasing to be a director or officer, as the case may be, or until their his or her respective successors are successor is duly elected and qualified.
Appears in 1 contract
Samples: Merger Agreement (Chemfab Corp)
Directors and Officers. The directors of the Merger Sub immediately ---------------------- prior to the Effective Time shall will be the initial directors of the Surviving Corporation, to serve until and the earlier of their resignation or removal or until their respective successors are duly elected and qualified. The officers of the Merger Sub immediately prior to the Effective Time shall will be the initial officers of the Surviving Corporation, to serve until the earlier of their resignation or removal or in each case until their respective successors are duly elected and qualified. Prior to the Effective Time, the Company shall cause each member of the Company Board, other than the Merger Sub 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 1 contract
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to serve until hold office in accordance with the earlier certificate of their resignation or removal or until their respective successors are duly elected incorporation and qualified. The bylaws of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall be the Table of Contents initial officers of the Surviving Corporation, each to serve until hold office in accordance with the earlier certificate of their resignation or removal or incorporation and bylaws 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 1 contract
Samples: Merger Agreement (Trinet Group Inc)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, to serve until the earlier of their resignation or removal or in such capacity until their respective successors are duly elected and qualified. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve until in such capacity at the earlier pleasure of their resignation or removal or the Board of Directors of the Surviving Corporation and until their respective successors are duly elected appointed and qualified.
Appears in 1 contract
Directors and Officers. The directors of the Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving CorporationCompany as of the Effective Time until they resign or are replaced as provided in the bylaws or pursuant to applicable law. Except as otherwise provided herein, to serve until the earlier of their resignation or removal or until their respective successors are duly elected and qualified. The officers of the Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, Company as of the Effective Time until they resign or are replaced as provided in the bylaws or pursuant to serve until the earlier of their resignation or removal or until their respective successors are duly elected and qualifiedapplicable law.
Appears in 1 contract
Samples: Merger Agreement (Cirrus Logic Inc)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, to serve until the earlier of their resignation or removal or Corporation and shall hold office until their respective successors and assigns are duly elected and qualified, or their earlier death, resignation or removal. The officers of Merger Sub the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to serve hold office until the earlier of their resignation or removal or until their respective successors are duly elected and qualifiedremoval. The parties shall take all actions necessary to effectuate the foregoing.
Appears in 1 contract
Samples: Merger Agreement (Diamond Resorts International, Inc.)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, to serve until the earlier of their resignation or removal or Corporation and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal in accordance with applicable law and the Surviving Corporation’s Articles of Incorporation and By-Laws. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve until the earlier of their resignation or removal or Corporation and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.
Appears in 1 contract
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall will be the initial directors of the Surviving Corporation, to serve until and the earlier of their resignation or removal or until their respective successors are duly elected and qualified. The officers of Merger Sub immediately prior to the Effective Time shall will be the initial officers of the Surviving Corporation, to serve in each case, until the earlier of their resignation his or removal her death, resignation, or removal, or until their respective successors are his or her successor is duly elected and qualified.
Appears in 1 contract
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall will be the initial directors of the Surviving Corporation, to serve Corporation until the earlier of their resignation or removal 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 will be the initial officers of the Surviving Corporation, to serve Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.
Appears in 1 contract
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, to serve until the earlier of their resignation or removal or Corporation and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal in accordance with applicable Law and the Surviving Corporation’s certificate of incorporation and bylaws. The officers of Merger Sub the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve until the earlier of their resignation or removal or Corporation and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.
Appears in 1 contract
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall will be the initial directors of the Surviving Corporation, to serve until and the earlier of their resignation or removal or until their respective successors are duly elected and qualified. The officers of Merger Xxxxxx Sub immediately prior to the Effective Time shall will be the initial officers of the Surviving Corporation, to serve in each case, until the earlier of their resignation his or removal her death, resignation, or removal, or until their respective successors are his or her successor is duly elected and qualified.
Appears in 1 contract
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, to serve until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified. The officers of Merger Sub Camitro immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve until the earlier of their resignation or removal or until their respective successors are duly elected and or appointed or qualified.
Appears in 1 contract
Samples: Merger Agreement (Arqule Inc)
Directors and Officers. The directors of Merger Sub immediately prior ----------------------- to the Effective Time shall be the initial directors of the Surviving Corporation, to serve until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve until the earlier of their resignation or removal or until their respective successors are duly elected and or appointed or qualified.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Softdesk Inc)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to serve until hold office in accordance with the earlier Articles of their resignation or removal or until their respective successors are duly elected Organization and qualifiedBy-Laws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve until the earlier of their resignation or removal or in each case until their respective successors are duly elected or appointed and qualified.
Appears in 1 contract
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, to serve until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Herley Industries Inc /New)
Directors and Officers. 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, to serve until and the earlier of their resignation or removal or until their respective successors are duly elected and qualified. The officers of Merger Sub immediately prior to the Effective Time Time, shall be the initial officers of the Surviving Corporation, to serve 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, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylaws.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (PDF Solutions Inc)
