Directors and Officers. The directors and officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation.
Appears in 9 contracts
Samples: Quarterly Report, Merger Agreement (West Coast Entertainment Corp), Merger Agreement (Learning Co Inc)
Directors and Officers. The directors and officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws By-Laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed (as the case may be) and qualified.
Appears in 6 contracts
Samples: Merger Agreement (About Com Inc), Merger Agreement (Telxon Corp), Merger Agreement (About Com Inc)
Directors and Officers. The directors of the Sub immediately prior to the Effective Time and the officers of Sub the Company immediately prior to the Effective Time shall be the initial directors and officers officers, respectively, of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation Corporation until their respective successors are duly elected and Bylaws of the Surviving Corporationqualified.
Appears in 6 contracts
Samples: Merger Agreement (New Grancare Inc), Merger Agreement (Living Centers of America Inc), Agreement and Plan of Merger (Living Centers of America Inc)
Directors and Officers. The directors and officers director(s) of Sub immediately prior ---------------------- to the Effective Time shall be the initial directors and officers director(s) of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation. The officers of Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Bylaws of the Surviving Corporation.
Appears in 5 contracts
Samples: Agreement and Plan of Reorganization (Usweb Corp), Agreement and Plan of Reorganization (Usweb Corp), Agreement and Plan of Reorganization (Usweb Corp)
Directors and Officers. The directors and officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to of whom will hold office in accordance with the Certificate Articles of Incorporation and Bylaws of the Surviving Corporation, in each case until their respective successors are duly elected or appointed.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Haber George T), Agreement and Plan of Reorganization (Cismas Sorin C), Agreement and Plan of Reorganization (Zoran Corp \De\)
Directors and Officers. The directors and officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation, and the officers of Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed.
Appears in 4 contracts
Samples: Merger Agreement (Deltagen Inc), Merger Agreement (Deltagen Inc), Merger Agreement (Flir Systems Inc)
Directors and Officers. The directors and officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to of whom will hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation, in each case until their respective successors are duly elected or appointed.
Appears in 4 contracts
Samples: Merger Agreement (Maxygen Inc), Agreement and Plan of Reorganization (Zoran Corp \De\), Agreement and Plan of Reorganization (Oak Technology Inc)
Directors and Officers. The directors of Sub immediately prior to the Effective Time and the officers of Sub the Company immediately prior to the Effective Time shall be the initial directors and officers officers, respectively, of the Surviving CorporationCorporation until their death, each to hold office in accordance with the Certificate of Incorporation permanent disability, resignation or removal or until their respective successors are duly elected and Bylaws of the Surviving Corporationqualified.
Appears in 3 contracts
Samples: Merger Agreement (Henkel Acquisition Corp Ii), Merger Agreement (Dep Corp), Merger Agreement (Dep Corp)
Directors and Officers. The directors and officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws by-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed, as the case may be, and qualified.
Appears in 3 contracts
Samples: Merger Agreement (WTNH Broadcasting Inc), Merger Agreement (Lin Television Corp), Merger Agreement (Lin Television Corp)
Directors and Officers. The directors and officers of Sub immediately ---------------------- prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their resignation or removal or until their respective successors are duly elected and qualified.
Appears in 3 contracts
Samples: Merger Agreement (Wolters Kluwer Nv /Adr/), Merger Agreement (CCH Inc), Merger Agreement (Commerce Clearing House Inc)
Directors and Officers. The directors and officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation, and the officers of Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified.
Appears in 3 contracts
Samples: Merger Agreement (Yahoo Inc), Merger Agreement (Yahoo Inc), Plan of Merger (Softbank America Inc)
Directors and Officers. The directors and officers of Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and the officers of the Company shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate articles of Incorporation incorporation and Bylaws by-laws of the Surviving Corporation.
Appears in 3 contracts
Samples: Merger Agreement (National Computer Systems Inc), Merger Agreement (Pearson PLC), Merger Agreement (Pn Acquisition Subsidiary Inc)
Directors and Officers. The directors and officers of Acquiror Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws By-Laws of the Surviving Corporation, and the officers of Acquiror Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified.
Appears in 3 contracts
Samples: Merger Agreement (Vincam Group Inc), Merger Agreement (White David Inc), Merger Agreement (State Financial Services Corp)
Directors and Officers. (a) The directors and officers of Sub immediately prior to the Effective Time shall be the initial directors and 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, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Incontrol Inc), Merger Agreement (Incontrol Inc), Merger Agreement (Guidant Corp)
Directors and Officers. The directors and officers of Acquisition Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation.
Appears in 2 contracts
Samples: Merger Agreement (Logica PLC / Eng), Merger Agreement (Carnegie Group Inc)
Directors and Officers. The directors and officers director(s) of Sub immediately prior to the Effective Time shall be the initial directors and officers director(s) of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation. The officers of Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Bylaws of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Fiberstars Inc /Ca/), Agreement and Plan of Reorganization (Tut Systems Inc)
Directors and Officers. The initial director(s) of the ---------------------- Surviving Corporation shall be the directors and officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving CorporationTime, each to of whom will hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation.Surviving
Appears in 2 contracts
Samples: Merger Agreement (Borland International Inc /De/), Merger Agreement (Borland International Inc /De/)
Directors and Officers. The directors of Sub immediately prior to the Effective Time, shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation, and the officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, in each to hold office in accordance with case until their respective successors are duly elected or appointed (as the Certificate of Incorporation case may be) and Bylaws of the Surviving Corporationqualified.
Appears in 2 contracts
Samples: Merger Agreement (Igo Corp), Merger Agreement (Mobility Electronics Inc)
Directors and Officers. The directors of Sub immediately prior to the Effective Time and the officers of Sub the Company immediately prior to the Effective Time shall be the initial directors and officers officers, respectively, of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation Corporation until their respective successors are duly elected and Bylaws of the Surviving Corporationqualified.
Appears in 2 contracts
Samples: Merger Agreement (Paragon Health Network Inc), Merger Agreement (Mariner Health Group Inc)
Directors and Officers. The directors and officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to of whom will hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation.
Appears in 2 contracts
Samples: Merger Agreement (Finisar Corp), Merger Agreement (Optium Corp)
Directors and Officers. The directors and officers of the Sub as existing immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation.
Appears in 2 contracts
Samples: Merger Agreement (Nextpath Technologies Inc), Merger Agreement (Nextpath Technologies Inc)
Directors and Officers. The directors and officers of Acquiror Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation, and the officers of Acquiror Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Merger Agreement (McLeodusa Inc), Merger Agreement (Eglobe Inc)
Directors and Officers. The directors and officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed, as the case may be, and qualified.
Appears in 2 contracts
Samples: Merger Agreement (Sempra Energy), Merger Agreement (K N Energy Inc)
Directors and Officers. The directors and officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws By-Laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed (as the case may be) and qualified.
Appears in 2 contracts
Samples: Merger Agreement (Fred Meyer Inc), Merger Agreement (Quality Food Centers Inc)
Directors and Officers. The directors of Sub and the officers of Sub the Company immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to and shall hold office in accordance with the Certificate articles of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation, in each case until their respective successors are duly elected or appointed.
Appears in 2 contracts
Samples: Merger Agreement (21st Century Telecom Group Inc), Merger Agreement (RCN Corp /De/)
Directors and Officers. The directors and officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws Corporation as of the Surviving CorporationEffective Time.
Appears in 2 contracts
Samples: Merger Agreement (Golfsmith International Holdings Inc), Agreement and Plan of Merger (Atrium Companies Inc)
Directors and Officers. The directors and officers of Sub immediately prior to the Effective Time Time, together with any directors of the Company specified by Parent prior to the Effective Time, shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws by-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed (as the case may be) and qualified.
Appears in 2 contracts
Samples: Merger Agreement (Exel LTD), Merger Agreement (Nac Re Corp)
Directors and Officers. The directors of Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Articles of Incorporation and Bylaws of the Surviving Corporation, and the officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, in each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporationcase until their respective successors are duly elected or appointed.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Endosonics Corp), Agreement and Plan of Reorganization (Ess Technology Inc)
Directors and Officers. The directors and officers of Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation.4
Appears in 2 contracts
Samples: Tender Offer Agreement and Plan of Merger (New Jersey Steel Corp), Tender Offer Agreement and Plan of Merger (Co Steel Inc)
Directors and Officers. The directors and officers of Acquiror Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws By-Laws of the Surviving Corporation, and the officers of Acquiror Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Merger Agreement (Rexworks Inc), Merger Agreement (United Healthcare Corp)
Directors and Officers. The directors and officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws bylaws of the Surviving Corporation, and the officers of Target immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified. The names of such officers and directors are set forth on Exhibit 1.6.
Appears in 1 contract
Directors and Officers. The directors of Sub immediately ---------------------- prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Articles of Incorporation and Bylaws of the Surviving Corporation, and the officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, in each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporationcase until their respective successors are duly elected or appointed.
Appears in 1 contract
Samples: Merger Agreement (Yahoo Inc)
Directors and Officers. The directors and officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws By-Laws of the Surviving Corporation, and the officers of Sub shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified.
Appears in 1 contract
Directors and Officers. The directors of Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Articles of Organization and Bylaws of the Surviving Corporation, and the officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, in each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporationcase until their respective successors are duly elected or appointed.
Appears in 1 contract
Directors and Officers. The directors and officers of Sub immediately prior to the Effective Time shall be serve as the initial directors and officers of the Surviving Corporation on and after the Effective Time, until new directors and officers have been duly elected and qualified pursuant to the Surviving Corporation, each to hold office in accordance with the ’s Certificate of Incorporation and Bylaws of the Surviving CorporationBylaws, or until their earlier resignation, removal or death.
Appears in 1 contract
Samples: Merger Agreement (International Securities Exchange, Inc.)
Directors and Officers. The directors and officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation.. A-1
Appears in 1 contract
Directors and Officers. The directors of Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Articles of Incorporation and Bylaws of the Surviving Corporation. The officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Cybergold Inc)
Directors and Officers. The directors and officers of Acquiror Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation, and the officers of Acquiror Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified.
Appears in 1 contract
Samples: Merger Agreement (McLeodusa Inc)
Directors and Officers. The directors and officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to of whom will hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation., in each case until their respective successors are duly elected or appointed. 2
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Puma Technology Inc)
Directors and Officers. The directors and officers of Sub immediately prior to the ---------------------- Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified in the manner provided in the Certificate of Incorporation and Bylaws of the Surviving Corporation and in accordance with applicable law.
Appears in 1 contract
Directors and Officers. The directors and officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to of whom will hold office in accordance with the Certificate amended and restated Articles of Incorporation and Bylaws of the Surviving Corporation, in each case until their respective successors are duly elected or appointed.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Stratos Lightwave Inc)
Directors and Officers. The directors and officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified in the manner provided in the Certificate of Incorporation and Bylaws of the Surviving Corporation and in accordance with applicable law.
Appears in 1 contract
Directors and Officers. The directors and officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate articles of Incorporation incorporation and Bylaws by-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed (as the case may be) and qualified.
Appears in 1 contract
Directors and Officers. The directors and officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws By-Laws of the Surviving Corporation. The officers of Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed (as the case may be) and qualified.
Appears in 1 contract
Directors and Officers. The directors of Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the articles of incorporation and by-laws of the Surviving Corporation, and the officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, in each to hold office in accordance with the Certificate of Incorporation case until their respective successors are duly elected or appointed and Bylaws of the Surviving Corporationqualified.
Appears in 1 contract
Samples: Merger Agreement (Blackboard Inc)
Directors and Officers. The directors and officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws By-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified.
Appears in 1 contract
Directors and Officers. The directors and officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation. The officers of Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Bylaws of the Surviving Corporation.
Appears in 1 contract
Directors and Officers. The directors and officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving CorporationCorporation at the Effective Time, each to of whom will hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation, in each case until their respective successors are duly elected or appointed.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Finisar Corp)
Directors and Officers. The directors and officers of Sub immediately prior to the Effective Time shall be become the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation. Xxxxxx Xxxxx will also be a director and an officer of the Surviving Corporation.
Appears in 1 contract
Directors and Officers. The directors of Sub immediately ---------------------- prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Articles of Incorporation and Bylaws of the Surviving Corporation. The officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Tut Systems Inc)
Directors and Officers. The directors and officers of Acquiror Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified.
Appears in 1 contract
Directors and Officers. The directors and officers of Sub ---------------------- immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation.
Appears in 1 contract
Samples: Merger Agreement (Video City Inc)
Directors and Officers. The directors and officers of Sub SUB, immediately prior to the Effective Time Time, shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws by-laws of the Surviving Corporation, and the officers of SUB, immediately prior to the Effective Time, shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified.
Appears in 1 contract
Samples: Merger Agreement (Huffman Koos Inc)
Directors and Officers. The directors of Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Articles of Incorporation and By-Laws of the Surviving Corporation, and the officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, in each to hold office in accordance with the Certificate of Incorporation case until their respective successors are duly elected or appointed and Bylaws of the Surviving Corporationqualified.
Appears in 1 contract
Directors and Officers. The directors and officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws of the Surviving Corporation, and the officers of the Surviving Corporation shall initially be the persons set forth on Schedule 1.4 hereto, and all other officers of the Surviving Corporation as of the Effective Time, in each case until their respective successors are duly elected or appointed.
Appears in 1 contract
Samples: Merger Agreement (Metzler Group Inc)
Directors and Officers. The directors and officers of Sub ---------------------- immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to of whom will hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation, in each case until their respective successors are duly elected or appointed.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Aspect Development Inc)
Directors and Officers. The directors and officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to and shall hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporationuntil their respective successors are duly elected or appointed.
Appears in 1 contract
Samples: Merger Agreement (Us Wats Inc)
Directors and Officers. The At the Effective Time, the directors and officers of the Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws By Laws of the Surviving Corporation. At the Effective Time, the officers of the Sub immediately prior to the Effective Time, shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed.
Appears in 1 contract
Directors and Officers. The directors and officers of Sub ---------------------- immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws of the Surviving Corporation.
Appears in 1 contract
Samples: Merger Agreement (Failure Group Inc)
Directors and Officers. The Except as otherwise determined by Parent prior to the Effective Time, the directors and officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to of whom shall hold office in accordance with the Certificate Articles of Incorporation and Bylaws Code of Regulations of the Surviving Corporation.
Appears in 1 contract
Directors and Officers. The directors and officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to of whom will hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation., in each case until their respective successors are duly elected or appointed. ARTICLE
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Finisar Corp)
Directors and Officers. The directors and officers of Sub immediately prior to the Effective Time shall be become the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws of the Surviving Corporation.
Appears in 1 contract
Samples: Merger Agreement (TMP Worldwide Inc)
Directors and Officers. The directors and officers of Sub immediately prior to at the Effective Time shall be the initial directors and of the Surviving Corporation. The officers of Sub at the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation.
Appears in 1 contract
Samples: Merger Agreement (International Wireless Communications Holdings Inc)
Directors and Officers. The directors and officers of Acquiror Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation, and the officers of Acquiror Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Senior Tour Players Development Inc)
Directors and Officers. The directors of the Sub immediately prior to the Effective Time and the officers of Sub the Company immediately prior to the Effective Time shall be the initial directors and officers officers, respectively, of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation until their respective successors are duly elected and Bylaws of the Surviving Corporationqualified.
Appears in 1 contract
Samples: Merger Agreement (Glasstech Inc)
Directors and Officers. The directors and officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate articles of Incorporation incorporation and Bylaws by-laws of the Surviving Corporation, in each case until their respective successors are duly elected or appointed (as the case may be) and qualified.
Appears in 1 contract
Directors and Officers. The directors and officers of Sub immediately ---------------------- prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws By-Laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed (as the case may be) and qualified.
Appears in 1 contract
Directors and Officers. The directors of Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Articles of Incorporation and Bylaws of the Surviving Corporation, and the officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, in each to hold office case until their respective successors are duly elected or appointed and qualified in accordance with the Certificate manner provided in the Articles of Incorporation and Bylaws of the Surviving CorporationCorporation and in accordance with applicable law.
Appears in 1 contract
Samples: Merger Agreement (Intelligroup Inc)
Directors and Officers. The directors and officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation, and the officers of USR immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed.
Appears in 1 contract
Directors and Officers. The directors of Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, each to hold office in accordance with the Articles of Incorporation and Bylaws of the Surviving Corporation. The officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (First Virtual Holdings Inc)
Directors and Officers. The directors director and officers officer of Sub immediately prior to the Effective Time shall be the initial directors director and officers officer of the Surviving Corporation, each to and shall hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation, in each case until his respective successors are duly elected or appointed.
Appears in 1 contract
Samples: Merger Agreement (Vantive Corp)
Directors and Officers. The directors and officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to and shall hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation, in each case until their respective successors are duly elected or appointed.
Appears in 1 contract
Samples: Merger Agreement (Vantive Corp)
Directors and Officers. The directors and officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed (as the case may be) and qualified.
Appears in 1 contract
Directors and Officers. The directors and officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving CorporationCorporation at the Effective Time, each to of whom will hold office in accordance with the Certificate Articles of Incorporation and Bylaws of the Surviving Corporation, in each case until their respective successors are duly elected or appointed.
Appears in 1 contract
Samples: Merger Agreement (Finisar Corp)
Directors and Officers. The directors director(s) of Sub immediately prior ---------------------- to the Effective Time shall be the initial director(s) of the Surviving Corporation, each to hold office in accordance with the Articles of Incorporation and Bylaws of the Surviving Corporation. The officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Failure Group Inc)
Directors and Officers. The directors and officers of Sub immediately prior to the Effective Time shall be the initial serve as directors and officers of the Surviving Corporation, each to hold office Corporation following the Effective Time in accordance with the Certificate of Incorporation and Bylaws of the Surviving CorporationCorporation and the SCBCA.
Appears in 1 contract
Samples: Merger Agreement (U S Trucking Inc)
Directors and Officers. The directors and officers director(s) of Sub immediately prior ---------------------- to the Effective Time shall be the initial directors and officers director(s) of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws Operating Agreement of the Surviving Corporation. The officers of Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Operating Agreement of the Surviving Corporation.
Appears in 1 contract
Directors and Officers. The directors and officers of Sub immediately ---------------------- prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation, and the officers of Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed.
Appears in 1 contract
Directors and Officers. The directors and officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to Corporation and shall hold office in accordance with the Certificate Articles of Incorporation and Bylaws of the Surviving Corporation, in each case until their respective successors are duly elected or appointed.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Vantive Corp)
Directors and Officers. The directors and officers of Acquiror Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation, and the individuals set forth in Section 1.05 of the Acquiror Disclosure Schedule shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified.
Appears in 1 contract
Directors and Officers. The directors and officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws By-Laws of the Surviving Corporation, and the officers of Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified.
Appears in 1 contract
