Common use of Directors Clause in Contracts

Directors. The directors of Merger Sub immediately before the Effective Time will be the directors of the Surviving Corporation after the Effective Time and will hold office in accordance with the bylaws of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (CalAtlantic Group, Inc.), Merger Agreement (Lennar Corp /New/)

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Directors. The directors of Merger Sub Sub2 immediately before prior to the Effective Time will shall be the directors of the Surviving Corporation after at the Effective Time and will Time, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until such director’s successor is duly elected and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (HowStuffWorks, Inc.), Merger Agreement (Howstuffworks Inc)

Directors. The members of the board of directors of Merger Sub immediately before at the Effective Time will shall, from and after the Effective Time, be the directors of the Surviving Corporation after the Effective Time until their successors have been duly elected or appointed and will hold office qualified or until their earlier death, resignation or removal in accordance with the bylaws of Charter and the Surviving CorporationBylaws.

Appears in 2 contracts

Samples: Merger Agreement (Immucor Inc), Merger Agreement (Ems Technologies Inc)

Directors. The directors of Merger Sub immediately before at the Effective Time will shall be the initial directors of the Surviving Corporation after the Effective Time and will Corporation, to hold office in accordance with the charter and bylaws of the Surviving CorporationCorporation until their successors are duly elected or appointed and qualified or until their earlier death, resignation or removal.

Appears in 2 contracts

Samples: Merger Agreement (Security Capital Group Inc/), Merger Agreement (General Electric Capital Corp)

Directors. The directors of Merger Sub immediately before prior to the Effective Time will shall be the directors of the Surviving Corporation after and the Effective Time and board of the Surviving Corporation shall be expanded by one member, which position will be filled by Xxxxxxx X. Xxxxxx, each director to hold office in accordance with the bylaws Certificate of Incorporation and Bylaws of the Surviving CorporationCorporation until their respective death, resignation, or removal or until their respective successors are duly elected and qualified.

Appears in 2 contracts

Samples: Merger Agreement (Nfo Worldwide Inc), Merger Agreement (Interpublic Group of Companies Inc)

Directors. The directors of Merger Sub immediately before Subsidiary at the Effective Time will shall, from and after the Effective Time, be the directors of the Surviving Corporation after the Effective Time until their successors have been duly elected or appointed and will hold office qualified or until their earlier death, resignation or removal in accordance with the bylaws Articles of Incorporation and the Surviving CorporationBylaws.

Appears in 2 contracts

Samples: Merger Agreement (Correctional Services Corp), Merger Agreement (Youth Services International Inc)

Directors. The directors of Merger Sub immediately before prior to the Effective Time will shall be the directors of the Surviving Corporation after as of the Effective Time and will hold office until their successors are duly appointed or elected in accordance with the bylaws of applicable Law and the Surviving Corporation’s certificate of incorporation and bylaws.

Appears in 2 contracts

Samples: Merger Agreement (FTD Inc), Merger Agreement (FTD Inc)

Directors. The directors of Merger Sub in office immediately before prior to the Effective Time will Date shall be the initial directors of the Surviving Corporation after the Effective Time and will hold office from the Effective Date until their successors are duly elected or appointed and qualified in accordance with the bylaws of manner provided in the Surviving Corporation's Charter and By-laws, or as otherwise provided by law.

Appears in 2 contracts

Samples: Merger Agreement (El Paso Natural Gas Co), Merger Agreement (El Paso Energy Corp/De)

Directors. The directors of Merger Sub immediately before prior to the Effective Time will shall be the initial directors of the Surviving Corporation after the Effective Time and will Corporation, each to hold office until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the bylaws Certificate of Incorporation and By-laws of the Surviving Corporation. The Company shall cause each member of the Company Board to tender his or her resignation in his or her capacity as such prior to the Effective Time, with each such resignation to be effective as of the Effective Time.

Appears in 2 contracts

Samples: Merger Agreement (B. Riley Financial, Inc.), Merger Agreement (United Online Inc)

Directors. The directors of Merger Sub immediately before prior to the Effective Time will shall be the initial directors of the Surviving Corporation after the Effective Time and will shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal in accordance with the bylaws of applicable Law and the Surviving Corporation’s certificate of incorporation and bylaws.

Appears in 2 contracts

Samples: Merger Agreement (Specialized Health Products International Inc), Merger Agreement (Bard C R Inc /Nj/)

Directors. The directors of Merger Sub immediately before prior to the Effective Time will shall be the directors of the Surviving Corporation after as of the Effective Time and will hold office until their successors are duly appointed or elected in accordance with the bylaws of applicable law and the Surviving Corporation's Certificate of Incorporation and Bylaws.

Appears in 2 contracts

Samples: Merger Agreement (GKN Powder Metallurgy Inc), Merger Agreement (Sinter Metals Inc)

Directors. The directors of Merger Sub MergerSub immediately before prior to the Effective Time will shall, from and after the Effective Time, be the directors of the Surviving Corporation after the Effective Time and will Corporation, each to hold office until the earlier of his or her death, resignation or removal in accordance with the bylaws of the Surviving Corporation’s certificate of incorporation and by-laws or until his or her successor is duly elected and qualified, as the case may be.

Appears in 2 contracts

Samples: Merger Agreement (Galaxy Dream Corp), Merger Agreement (Rc2 Corp)

Directors. The directors of Merger Sub immediately before the Effective Time will shall be the initial directors of the Surviving Corporation after the Effective Time Corporation, until their respective successors have been duly elected or appointed and will hold office qualified or until their earlier death, resignation or removal in accordance with the bylaws of the Surviving Corporation’s Articles of Incorporation and by-laws.

Appears in 2 contracts

Samples: Merger Agreement (Tailwind Acquisition Corp.), Merger Agreement (Zebra Technologies Corp/De)

Directors. The directors of Merger Sub in office immediately before prior to the Effective Time will shall be the directors of the Surviving Corporation after and will continue to hold office from the Effective Time until the earlier of their resignation or removal or until their successors are duly elected or appointed and will hold office qualified in accordance with the bylaws of manner provided in the Surviving CorporationCorporation Charter and Surviving Corporation Bylaws, or as otherwise provided by law.

Appears in 2 contracts

Samples: Merger Agreement (FirstCash Holdings, Inc.), Merger Agreement (Ulta Beauty, Inc.)

Directors. The initial directors of the Surviving Company shall consist of the directors of Merger Sub as of immediately before prior to the Effective Time will be the directors of the Surviving Corporation after the Effective Time Time, until their respective successors are duly elected or appointed and will hold office qualified, or until their earlier death, resignation or removal in accordance with the bylaws Surviving Company’s memorandum and articles of the Surviving Corporationassociation.

Appears in 2 contracts

Samples: Merger Agreement (Simcere Pharmaceutical Group), Merger Agreement (Ren Jinsheng)

Directors. The directors of Merger Sub immediately before prior to the Effective Time will shall be the directors of the Surviving Corporation after Company as of the Effective Time and will Time, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving CorporationCompany as amended as of the Effective Time, until their respective successors are duly elected or appointed (as the case may be) and qualified, or their earlier death, resignation or removal.

Appears in 2 contracts

Samples: Merger Agreement (Amylin Pharmaceuticals Inc), Merger Agreement (Bristol Myers Squibb Co)

Directors. The directors of Merger Sub immediately before prior to the Effective Time will shall be the initial directors of the Surviving Corporation after the Effective Time and will Corporation, each to hold office until his or her successor has been duly elected or appointed and qualified or until his or her earlier death, resignation or removal in accordance with the bylaws of Charter and the Surviving CorporationBylaws.

Appears in 2 contracts

Samples: Merger Agreement (Material Sciences Corp), Merger Agreement (Integramed America Inc)

Directors. The directors of Merger Sub immediately before the Effective Time will shall be the initial directors --------- of the Surviving Corporation after the Effective Time Corporation, until their respective successors have been duly elected or appointed and will hold office qualified or until their earlier death, resignation or removal in accordance with the bylaws of the Surviving Corporation's Articles of Incorporation and By-Laws.

Appears in 2 contracts

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

Directors. The directors of Merger Sub immediately before at the Effective Time will shall, from and after the Effective Time, be the directors of the Surviving Corporation after the Effective Time until their successors have been duly elected or appointed and will hold office qualified or until their earlier death, resignation or removal in accordance with the bylaws of Articles and the Surviving CorporationBy-Laws as in effect from time to time.

Appears in 2 contracts

Samples: Merger Agreement (Abr Information Services Inc), Merger Agreement (Ceridian Corp)

Directors. The Unless otherwise directed by Parent, the directors of Merger Sub immediately before prior to the Effective Time will shall be the initial directors of the Surviving Corporation after the Effective Time and will Entity, each to hold office in accordance with the bylaws Surviving Entity Certificate of Incorporation and the Surviving CorporationEntity Bylaws until such director’s successor is duly elected or appointed and qualified, or until the earlier of their death, resignation or removal.

Appears in 2 contracts

Samples: Merger Agreement (Priority Technology Holdings, Inc.), Merger Agreement (Priority Technology Holdings, Inc.)

Directors. The directors of Merger Sub immediately before at the Effective Time will shall be the initial directors of the Surviving Corporation after the Effective Time Corporation, until their respective successors have been duly elected or appointed and will hold office qualified or until their earlier death, resignation or removal in accordance with the bylaws of the Surviving Corporation’s Certificate of Incorporation and by-laws.

Appears in 2 contracts

Samples: Merger Agreement (Axs One Inc), Merger Agreement (Unify Corp)

Directors. The directors of Merger Sub immediately before at the Effective Time will Time, from and after the Effective Time, shall be the directors of the Surviving Corporation after the Effective Time and will Corporation, each to hold office in accordance with the bylaws certificate of incorporation and by-laws of the Surviving Corporation until such director's successor is duly elected and qualified in the manner provided in the Surviving Corporation's certificate of incorporation and by-laws, or as otherwise provided by applicable law.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Cendant Corp), Merger Agreement (Avis Group Holdings Inc)

Directors. The directors of Merger Sub immediately before prior to the Effective Time will shall be the directors of the Surviving Corporation after Corporation, each to hold office from the Effective Time and will hold office in accordance with the articles of incorporation and bylaws of the Surviving CorporationCorporation and until his or her successor is duly elected and qualified.

Appears in 2 contracts

Samples: Merger Agreement (Procter & Gamble Co), Merger Agreement (Recovery Engineering Inc)

Directors. The directors of the Merger Sub Subsidiary immediately before prior to the Effective Time will shall be the directors of the Surviving Corporation after and shall hold office from the Effective Time until their respective successors are duly elected or appointed and will hold office qualified in accordance with the bylaws manner provided in the Certificate of Incorporation and Bylaws of the Surviving Corporation, or as otherwise provided by law.

Appears in 2 contracts

Samples: Merger Agreement (Philadelphia Consolidated Holding Corp), Merger Agreement (Sykes Healthplan Services Inc)

Directors. The directors of Merger Sub immediately before at the Effective Time will be the initial directors of the Surviving Corporation after the Effective Time and will Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving CorporationCorporation until such director's successor is duly elected and qualified.

Appears in 2 contracts

Samples: Merger Agreement (Univision Communications Inc), Merger Agreement (International Rectifier Corp /De/)

Directors. The directors of Merger Sub immediately before the Effective Time will shall be the directors of the Surviving Corporation after Corporation, who shall serve until their respective successors are duly elected and qualified in the Effective Time manner provided in the Articles of Incorporation and will hold office in accordance with the bylaws By-Laws of the Surviving Corporation, or as otherwise provided by law.

Appears in 2 contracts

Samples: Merger Agreement (Xpedior Inc), Merger Agreement (Corestaff Inc)

Directors. The directors of Merger Sub immediately before Subsidiary at the Effective Time will shall be the initial directors of the Surviving Corporation after the Effective Time and will Corporation, each to hold office in accordance with the Certificate of Incorporation and bylaws of the Surviving CorporationCorporation until such director's successor is duly elected or appointed and qualified.

Appears in 1 contract

Samples: Merger Agreement (American Medical Systems Holdings Inc)

Directors. The directors of Merger Sub immediately before at the Effective Time will shall be the directors of the Surviving Corporation after Corporation, each to hold office from the Effective Time and will hold office in accordance with the bylaws Articles of Incorporation and By-Laws of the Surviving CorporationCorporation and until his or her successor is duly elected and qualified.

Appears in 1 contract

Samples: Merger Agreement (Technology 80 Inc)

Directors. The directors of Merger Sub immediately before prior to the Effective Time will shall be the initial directors of the Surviving Corporation after the Effective Time and will Corporation, each to hold office until their respective successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the bylaws Certificate of the Surviving CorporationIncorporation and By-laws.

Appears in 1 contract

Samples: Merger Agreement (Manitowoc Co Inc)

Directors. The At the Effective Time, the directors of Merger Sub as of immediately before prior to the Effective Time will be the initial directors of the Surviving Corporation after the Effective Time and will Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving CorporationCorporation until their respective successors are duly elected or appointed and qualified.

Appears in 1 contract

Samples: Merger Agreement (Mobileiron, Inc.)

Directors. The directors of Merger Sub immediately before MergerSub at the Effective Time will shall be the initial directors of the Surviving Corporation after the Effective Time and will Corporation, each to hold office in accordance with the bylaws Certificate of Incorporation and Bylaws of the Surviving CorporationCorporation until such director's successor is duly elected or appointed and qualified.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Times Mirror Co /New/)

Directors. The directors of Merger Sub immediately before prior to the Effective Time will shall be the initial directors of the Surviving Corporation after the Effective Time and will Corporation, each to hold office in accordance with the bylaws Surviving Corporation Certificate of Incorporation and the Surviving CorporationCorporation Bylaws until such director’s successor is duly elected or appointed and qualified, or until the earlier of their death, resignation or removal.

Appears in 1 contract

Samples: Merger Agreement (SB/RH Holdings, LLC)

Directors. The directors of Merger Sub immediately before as of the Effective Time will be shall become the directors of the Surviving Corporation after the Effective Time and will shall hold office in accordance with the bylaws of the Surviving Corporationuntil their respective successors are duly elected and qualified, or their earlier death, resignation or removal.

Appears in 1 contract

Samples: Merger Agreement (Avista Corp)

Directors. The directors of Merger Sub immediately before prior to the Effective Time will shall be the directors of the Surviving Corporation after and shall serve until their successors are duly elected or appointed and qualified in the Effective Time and will hold office manner provided in accordance with the bylaws of Articles or the Surviving CorporationBylaws or as otherwise provided by law, or until their earlier death, resignation or removal.

Appears in 1 contract

Samples: Merger Agreement (Elder Beerman Stores Corp)

Directors. The directors of Merger Sub immediately before at the Effective Time will Time, from and after the Effective Time, shall be the directors of the Surviving Corporation after the Effective Time and will Corporation, each to hold office in accordance with the bylaws certificate of incorporation and by-laws of the Surviving Corporation until such director’s successor is duly elected and qualified in the manner provided in the Surviving Corporation’s certificate of incorporation and by-laws, or as otherwise provided by applicable law.

Appears in 1 contract

Samples: Merger Agreement (PHH Corp)

Directors. The directors of Merger Sub immediately before Sub, as of the Effective Time will Time, shall be the directors of the Surviving Corporation after until their respective successors are duly elected and qualified in the Effective Time manner provided in the articles of incorporation and will hold office in accordance with the bylaws of the Surviving CorporationCorporation or until their earlier resignation or removal or as otherwise provided by applicable Law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Red White & Bloom Brands Inc.)

Directors. The directors of Merger Sub immediately before at the Effective Time will shall be the initial directors of the Surviving Corporation after the Effective Time and will Corporation, to hold office in accordance with the certificate of incorporation and bylaws of the Surviving CorporationCorporation until their successors are duly elected or appointed and qualified or until their earlier death, resignation or removal.

Appears in 1 contract

Samples: Merger Agreement (Leucadia National Corp)

Directors. The directors of Merger Sub immediately before prior to the Effective Time will shall be the initial directors of the Surviving Corporation after the Effective Time and will Entity, each to hold office in accordance with the bylaws Surviving Entity Certificate of Incorporation and the Surviving CorporationEntity Bylaws until such director’s successor is duly elected or appointed and qualified, or until the earlier of their death, resignation or removal.

Appears in 1 contract

Samples: Merger Agreement (Aramark Corp)

Directors. The directors of Merger Sub immediately before prior to the Effective Time will shall be the directors of the Surviving Corporation immediately after the Effective Time and will Time, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (American Commercial Lines Inc.)

Directors. The directors of the Merger Sub immediately before at the Effective Time will be the initial directors of the Surviving Corporation after the Effective Time Company and will hold office from the Effective Time until their respective successors are duly elected or appointed and qualified in accordance with the bylaws manner provided in the Memorandum of Association and the Articles of Association of the Surviving CorporationCompany or as otherwise provided by the Laws of the British Virgin Islands.

Appears in 1 contract

Samples: Merger Agreement (Pericom Semiconductor Corp)

Directors. The directors of Merger Sub immediately before the Effective Time will MergerSub shall be the initial directors of the Surviving Corporation after the Effective Time Corporation, until their respective successors have been duly elected or appointed and will hold office qualified or until their earlier death, resignation or removal in accordance with the bylaws of the Surviving Corporation’s Certificate of Incorporation and By-Laws.

Appears in 1 contract

Samples: Merger Agreement (Warp Technology Holdings Inc)

Directors. The directors of Merger Sub immediately before prior to the Effective Time will shall be the directors of the Surviving Corporation after Corporation, each to hold office from the Effective Time and will hold office in accordance with the bylaws Certificate of Incorporation and By-Laws of the Surviving CorporationCorporation and until his or her successor is duly elected and qualified.

Appears in 1 contract

Samples: Merger Agreement (King World Productions Inc)

Directors. The directors of Merger Sub immediately before prior to the Effective Time will shall be the initial directors of the Surviving Corporation after the Effective Time and will shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal in accordance with the bylaws of applicable law and the Surviving Corporation's Certificate of Incorporation and Bylaws.

Appears in 1 contract

Samples: Merger Agreement (Rockshox Inc)

Directors. The directors of Merger Sub immediately before at the Effective Time will shall be the initial directors of the Surviving Corporation after the Effective Time and will Corporation, to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.Corporation until their successors are duly elected or appointed and qualified or until their earlier death, resignation or removal; provided, however, that immediately following the Effective Time, the Board of Directors of the Surviving Corporation shall be comprised of those individuals set forth on Schedule 2.6 hereto and shall include Xxxxxx X.

Appears in 1 contract

Samples: Merger Agreement (Minolta Investments Co)

Directors. The directors of Merger Sub immediately before at the Effective Time will shall, from and after the Effective Time, be the directors of the Surviving Corporation after the Effective Time Corporation, such directors to serve until their successors have been duly elected or appointed and will hold office qualified or until their earlier death, resignation, or removal in accordance with the bylaws of the Surviving Corporation's Articles of Incorporation and By-Laws.

Appears in 1 contract

Samples: Merger Agreement (Intranet Solutions Inc)

Directors. The directors of Merger Sub immediately before Sub, as of the Effective Time will Time, shall be the directors of the Surviving Corporation after until their respective successors are duly elected and qualified in the Effective Time manner provided in the certificate of incorporation and will hold office in accordance with the bylaws by-laws of the Surviving CorporationCorporation or until their earlier resignation or removal or as otherwise provided by applicable Legal Requirements.

Appears in 1 contract

Samples: Merger Agreement (Evolent Health, Inc.)

Directors. The directors of Merger Sub immediately before prior to the Effective Time will shall be the initial directors of the Surviving Corporation after the Effective Time and will Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving CorporationCorporation until such director’s successor is duly elected or appointed and qualified.

Appears in 1 contract

Samples: Merger Agreement (Monsanto Co /New/)

Directors. The directors of Merger Sub immediately before at the Effective Time will shall be the initial directors of the Surviving Corporation after the Effective Time Corporation, until their respective successors have been duly elected or appointed and will hold office qualified or until their earlier death, resignation or removal in accordance with the bylaws of the Surviving Corporation’s certificate of incorporation and bylaws.

Appears in 1 contract

Samples: Merger Agreement (Comverge, Inc.)

Directors. The directors of Merger Sub immediately before prior to the Effective Time will shall be the directors of the Surviving Corporation after the Effective Time and will Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving CorporationCorporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, in any case 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

Samples: Merger Agreement (Roadrunner Transportation Systems, Inc.)

Directors. The directors of Merger Sub Co immediately before prior to the Effective Time will shall be the initial directors of the Surviving Corporation after the Effective Time and will Corporation, each to hold office in accordance with the bylaws Articles of Incorporation and Bylaws of the Surviving Corporation, until their respective successors are duly elected or appointed and qualified or until the earlier of their death, resignation, or removal.

Appears in 1 contract

Samples: Merger Agreement (Education Management Corporation)

Directors. The directors of Merger Sub immediately before at the Effective Time will shall, from and after the Effective Time, be the directors of the Surviving Corporation after the Effective Time until their respective successors have been duly elected or appointed and will hold office qualified or until their earlier death, resignation or removal in accordance with the bylaws of the Surviving Corporation's Articles of Incorporation and Bylaws.

Appears in 1 contract

Samples: Merger Agreement (Digital Systems International Inc)

Directors. The directors of Merger Sub immediately before at the Effective Time will --------- shall, from and after the Effective Time, be the initial directors of the Surviving Corporation after the Effective Time until their successors have been duly elected or appointed and will hold office qualified or until their earlier death, resignation or removal in accordance with the bylaws of the Surviving Corporation's Certificate of Incorporation and Bylaws.

Appears in 1 contract

Samples: Merger Agreement (Physicians Health Services Inc)

Directors. The directors of Merger Sub immediately before at the Effective Time will shall, from and after the Effective Time, be the directors of the Surviving Corporation after the Effective Time until their respective successors have been duly elected or appointed and will hold office in accordance with the bylaws of the Surviving Corporation.qualified or until their earlier death,

Appears in 1 contract

Samples: Merger Agreement (Coram Healthcare Corp)

Directors. The directors of Merger Sub immediately before at the Effective Time will shall, from and after the Effective Time, be the directors of the Surviving Corporation after the Effective Time until their respective successors have been duly elected or appointed and will hold office qualified or until their earlier death, resignation or removal in accordance with the bylaws of the Surviving Corporation's Certificate of Incorporation and By-laws.

Appears in 1 contract

Samples: Merger Agreement (Integrated Health Services Inc)

Directors. The directors of Merger Sub immediately before prior to the Effective Time will shall be the directors of the Surviving Corporation after the Effective Time and will Corporation, each to hold office in accordance with the articles of incorporation and bylaws of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, in any case in the manner provided in the articles of incorporation and bylaws of the Surviving Corporation and in accordance with applicable law.

Appears in 1 contract

Samples: Merger Agreement (Ligand Pharmaceuticals Inc)

Directors. The directors of Merger Sub immediately before at the Effective Time will shall, from and after the Effective Time, be the initial directors of the Surviving Corporation after the Effective Time until their successors have been duly elected or appointed and will hold office qualified or until their earlier death, resignation or removal in accordance with the bylaws of the Surviving Corporation.'s Certificate of

Appears in 1 contract

Samples: Merger Agreement (Foundation Health Systems Inc)

Directors. The At the Effective Time, the directors of Merger Sub immediately before the Effective Time Surviving Company will be the directors of the Surviving Corporation after Merger Sub as of immediately prior to the Effective Time and will Time, each to hold office in accordance with the bylaws provisions of the CICA and the memorandum and articles of association of the Surviving CorporationCompany until their respective successors are duly elected or appointed and qualified.

Appears in 1 contract

Samples: Merger Agreement (Diversey Holdings, Ltd.)

Directors. The directors of Merger Sub immediately before at the Effective Time will be shall serve as the initial directors of the Surviving Corporation after the Effective Time and will Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving CorporationCorporation until the earlier of such director’s resignation or removal or such director’s successor is duly elected or appointed and qualified.

Appears in 1 contract

Samples: Merger Agreement (Edwards Lifesciences Corp)

Directors. The directors of Merger Sub immediately before at the Effective Time will shall be the directors of the Surviving Corporation from and after the Effective Time Time, until the earlier of their death, resignation, removal or otherwise ceasing to be a director or until their respective successors are duly elected and will hold office in accordance with qualified, as the bylaws of the Surviving Corporationcase may be.

Appears in 1 contract

Samples: Merger Agreement (Rock Bottom Restaurants Inc)

Directors. The directors of Merger Sub immediately before at the Effective Time will shall, from and after the Effective Time, be the initial directors of the Surviving Corporation after the Effective Time until their successors have been duly elected or appointed and will hold office qualified or until their earlier death, resignation or removal in accordance with the bylaws of Charter, the Surviving CorporationBylaws or applicable Law.

Appears in 1 contract

Samples: Merger Agreement (Rural Cellular Corp)

Directors. The directors of Merger Sub immediately before the Effective Time will MergerSub shall be the initial directors of the Surviving Corporation after the Effective Time Corporation, until their respective successors have been duly elected or appointed and will hold office qualified or until their earlier death, resignation or removal in accordance with the bylaws of the Surviving Corporation’s Articles of Incorporation and By-Laws.

Appears in 1 contract

Samples: Merger Agreement (Warp Technology Holdings Inc)

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Directors. The directors of Merger Sub immediately before the Effective Time will shall be the directors of the Surviving Corporation after the Effective Time and will hold office until their earlier death, resignation or removal in accordance with the bylaws Articles of Incorporation and Bylaws of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Sciele Pharma, Inc.)

Directors. The directors of Merger Sub immediately before at the Effective Time will shall be the initial directors of the Surviving Corporation after the Effective Time and will Corporation, each to hold office in accordance with the articles of incorporation and bylaws of the Surviving CorporationCorporation until such director's successor is duly elected or appointed and qualified.

Appears in 1 contract

Samples: Merger Agreement (Lecroy Corp)

Directors. The directors of Merger Sub immediately before MERGER SUB at the Effective Time will shall be the initial directors of the Surviving Corporation after the Effective Time and will Corporation, each to hold office in accordance with the bylaws certificate of incorporation and by-laws of the Surviving CorporationCorporation until such director's successor is duly elected and qualified.

Appears in 1 contract

Samples: Merger Agreement (United Rentals Inc)

Directors. The directors of Merger Sub immediately before effective as of the Effective Time will shall be the initial directors of the Surviving Corporation after the Effective Time Corporation, and will shall hold office in accordance with the certificate of incorporation and bylaws of the Surviving CorporationCorporation until their successors are duly elected or appointed and qualified or until their earlier death, resignation or removal.

Appears in 1 contract

Samples: Merger Agreement (Intercontinental Exchange, Inc.)

Directors. The directors of Merger Sub immediately before at the Effective Time will shall be the initial directors of the Surviving Corporation after the Effective Time and will Corporation, to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.Corporation until their successors are duly elected or appointed and qualified or until their earlier death, resignation or removal; provided, however, that Parent shall cause each of Messrs.

Appears in 1 contract

Samples: Merger Agreement (Comverse Technology Inc/Ny/)

Directors. The directors of Merger Sub immediately before at the Effective Time will shall be the directors of the Surviving Corporation after the Effective Time and will hold office from the Effective Time until their respective successors are duly elected or appointed and qualify in accordance with the bylaws manner provided in the Certificate of Incorporation or By-Laws of the Surviving Corporation, or as otherwise provided by law.

Appears in 1 contract

Samples: Merger Agreement (Washington National Corp)

Directors. The directors of Merger Sub immediately before prior to the Effective Time will shall be the directors of the Surviving Corporation Entity immediately after the Effective Time and will Time, each to hold the office in accordance with the applicable provisions of the DGCL and the certificate of incorporation and bylaws of the Surviving CorporationEntity until their successors are duly elected or appointed and qualified or their earlier death, resignation or removal.

Appears in 1 contract

Samples: Merger Agreement (Compass Group Diversified Holdings LLC)

Directors. The directors of Merger Sub immediately before prior to the Effective Time will shall be the initial directors of the Surviving Corporation after the Effective Time and will shall hold office until their respective successors are duly elected and qualified, or their earlier death, incapacitation, retirement, resignation or removal, in accordance with the bylaws of the Surviving CorporationCharter and Bylaws.

Appears in 1 contract

Samples: Merger Agreement (Pike Corp)

Directors. The directors of Merger Sub immediately before prior to the Effective Time will be the directors of the Surviving Corporation after at the Effective Time and will Time, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving CorporationCorporation until such director’s successor is duly elected and qualified.

Appears in 1 contract

Samples: Merger Agreement (KLIF Broadcasting, Inc.)

Directors. The directors of the Surviving Corporation will be the directors of Merger Sub immediately before prior to the Effective Time will Time, and such directors, together with any additional directors as may thereafter be the directors of the Surviving Corporation after the Effective Time and elected, will hold such office until such time as their successors shall be duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the bylaws Certificate of Incorporation and the Surviving CorporationBylaws.

Appears in 1 contract

Samples: Merger Agreement (Sabre Holding Corp)

Directors. The directors of the Surviving Corporation shall consist of the directors of Merger Sub immediately before prior to the Effective Time will be the Time, and all of such directors of the Surviving Corporation after the Effective Time and will shall hold office in accordance with the bylaws of the Surviving Corporationuntil their respective successors are duly elected and qualified.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Viewlocity Inc)

Directors. The directors of Merger Sub immediately before at the Effective Time will shall, from and after the Effective Time, be the directors of the Surviving Corporation after the Effective Time Corporation, such directors to serve until their successors have been duly elected or appointed and will hold office qualified or until their earlier death, resignation or removal in accordance with the bylaws of the Surviving Corporation's Charter and By-Laws.

Appears in 1 contract

Samples: Merger Agreement (Digi International Inc)

Directors. The directors of Merger Sub immediately before at the Effective Time will shall, from and after the Effective Time, be the directors of the Surviving Corporation after the Effective Time Company until their successors have been duly elected or appointed and will hold office qualified or until their earlier death, resignation or removal, all in accordance with the bylaws Surviving Company’s Certificate of the Surviving CorporationIncorporation and Bylaws.

Appears in 1 contract

Samples: Merger Agreement (Concorde Career Colleges Inc)

Directors. The directors Directors of Merger Sub immediately before prior to the Effective Time will shall be the directors of the Surviving Corporation after the Effective Time and will Corporation. Each of such directors shall hold office in accordance with the bylaws Certificate of Incorporation and By-Laws of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Digex Inc/De)

Directors. The directors of Merger Sub immediately before at the Effective Time will shall, from and after the Effective Time, be the directors of the Surviving Corporation after the Effective Time until their respective successors have been duly elected or appointed and will hold office qualified or until their earlier death, resignation, or removal in accordance with the bylaws of the Surviving Corporation's Certificate of Incorporation and By-laws.

Appears in 1 contract

Samples: Merger Agreement (Integrated Health Services Inc)

Directors. The directors of Merger Sub as of immediately before prior to the Effective Time will shall be the initial directors of the Surviving Corporation Corporation, with the same rights and duties attendant thereto, as existed immediately prior to the Effective Time at Merger Sub. Such directors shall hold their positions from and after the Effective Time until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and will hold office qualify in accordance with the bylaws manner provided in the Certificate of the Surviving CorporationIncorporation and Bylaws, or as otherwise provided by applicable law.

Appears in 1 contract

Samples: Merger Agreement (Wellcare Group Inc)

Directors. The directors of Merger Sub as of immediately before prior to the Effective Time will shall be the initial directors of the Surviving Corporation after the Effective Time and will shall hold office in accordance with the certificate of incorporation and bylaws of the Surviving CorporationCorporation until their successors are duly elected or appointed and qualified or until their earlier death, resignation or removal.

Appears in 1 contract

Samples: Merger Agreement (Serena Software Inc)

Directors. The directors of Merger Sub immediately before as of the Effective Time will shall be the directors of the Surviving Corporation after until their respective successors are duly elected or appointed and qualified in the Effective Time manner provided in the certificate of incorporation and will hold office in accordance with the bylaws of the Surviving CorporationCorporation or until their earlier resignation or removal or as otherwise provided by applicable law.

Appears in 1 contract

Samples: Merger Agreement (Biotelemetry, Inc.)

Directors. The directors of Merger Sub immediately before at the Effective Time will shall, from and after the Effective Time, be the directors of the Surviving Corporation after the Effective Time until their successors have been duly elected or appointed and will hold office qualified or until their earlier death, resignation or removal in accordance with the bylaws Articles and the By-Laws; provided that the board of directors of the Surviving CorporationCorporation shall, for the three years following the Effective Time, be comprised of three directors, of which one shall be an individual who was either an officer or a director of the Company immediately prior to the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (Lg&e Energy Corp)

Directors. The directors of Merger Sub immediately before at the Effective Time will shall, from and after the Effective Time, be the initial directors of the Surviving Corporation after the Effective Time until their successors have been duly elected or appointed and will hold office qualified or until their earlier death, resignation or removal in accordance with the bylaws of the Surviving Corporation’s articles of incorporation and bylaws.

Appears in 1 contract

Samples: Merger Agreement (MPS Group Inc)

Directors. The directors of Merger Sub immediately before at the Effective Time will shall, from and after the Effective Time, be the initial directors of the Surviving Corporation after the Effective Time until their successors have been duly elected or appointed and will hold office qualified, or until their earlier death, resignation or removal, in accordance with the bylaws of the Surviving Corporation’s Certificate of Incorporation and Bylaws.

Appears in 1 contract

Samples: Merger Agreement (Iowa Telecommunications Services Inc)

Directors. The directors of Merger Sub immediately before prior to the Effective Time will shall be the directors of the Surviving Corporation after until their respective successors are duly elected or appointed and qualified in the Effective Time manner provided in the articles of incorporation and will hold office in accordance with the bylaws of the Surviving Corporation, or until their earlier death, resignation or removal in accordance with the articles of incorporation and bylaws of the Surviving Corporation, or otherwise as provided by applicable Law.

Appears in 1 contract

Samples: Merger Agreement (Cig Wireless Corp.)

Directors. The directors of Merger Sub immediately before at the Effective Time will shall, from and after the Effective Time, be the directors of the Surviving Corporation after the Effective Time until their successors are duly elected or appointed and will hold office qualified or until their earlier death, resignation or removal in accordance with the bylaws of the Surviving Corporation's Certificate of Incorporation and Bylaws.

Appears in 1 contract

Samples: Merger Agreement (Waste Management Inc /De/)

Directors. The directors of Merger Sub I immediately before prior to the First Effective Time will shall be the initial directors of the Surviving Corporation after the Effective Time and will Corporation, each to hold office in accordance with the bylaws Surviving Corporation Certificate of Incorporation and the Surviving CorporationCorporation Bylaws until such director’s successor is duly elected or appointed and qualified.

Appears in 1 contract

Samples: Merger Agreement (Beacon Roofing Supply Inc)

Directors. The directors of Merger Sub immediately before prior to the Effective Time will shall be the directors of the Surviving Corporation after the Effective Time and will hold office serve until their successors are duly elected or appointed and qualify in accordance with the manner provided in the Certificate of Incorporation or bylaws of the Surviving CorporationCorporation or as otherwise provided by law, or until their earlier death, resignation or removal.

Appears in 1 contract

Samples: Merger Agreement (Commodore Applied Technologies Inc)

Directors. The At the Effective Time, the directors of Merger Sub --------- immediately before prior to the Effective Time will be become the directors of the Surviving Corporation after the Effective Time and will Corporation, each to hold office in accordance with the bylaws Certificate of Incorporation and Bylaws of the Surviving CorporationCorporation and the DGCL and until the earlier of such director's resignation or removal or such director's successor is duly elected and qualified, as the case may be.

Appears in 1 contract

Samples: Merger Agreement (DMX Inc)

Directors. The directors of Merger Sub immediately before the Effective Time will shall be the initial --------- directors of the Surviving Corporation after the Effective Time Corporation, until their respective successors have been duly elected or appointed and will hold office qualified or until their earlier death, resignation or removal in accordance with the bylaws of the Surviving Corporation's articles of incorporation and bylaws.

Appears in 1 contract

Samples: Merger Agreement (Data Return Corp)

Directors. The directors of Merger Sub immediately before at the Effective Time will shall, from and after the Effective Time, be the initial directors of the Surviving Corporation after the Effective Time until their successors have been duly elected or appointed and will hold office qualified, or until their earlier death, resignation or removal, in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Herley Industries Inc /New)

Directors. The directors of Merger Sub immediately before prior to the Effective Time will shall be the directors of the Surviving Corporation after the Effective Time and will Corporation, each to hold office in accordance with the bylaws Certificate of Incorporation and Bylaws of the Surviving CorporationCorporation until the earlier of their death, resignation or removal or until their respective successors are duly elected and qualified, in any case 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

Samples: Merger Agreement (TransDigm Group INC)

Directors. The At the Effective Time, the directors --------- of Merger Sub immediately before prior to the Effective Time will be become the directors of the Surviving Corporation after the Effective Time and will Corporation, each to hold office in accordance with the bylaws Certificate of Incorporation and Bylaws of the Surviving CorporationCorporation and the DGCL and until the earlier of such director's resignation or removal or such director's successor is duly elected and qualified, as the case may be.

Appears in 1 contract

Samples: Merger Agreement (Tele Communications Inc /Co/)

Directors. The directors of Merger Sub immediately before prior to the Effective Time will shall be the initial directors of the Surviving Corporation after the Effective Time and will shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal in accordance with the bylaws of applicable law and the Surviving Corporation’s articles of incorporation and bylaws.

Appears in 1 contract

Samples: Merger Agreement (MLE Holdings, Inc.)

Directors. The directors of Merger Sub immediately before at the Effective Time will shall be the directors of the Surviving Corporation after the Effective Time and will Corporation, each to hold office in accordance with the bylaws Certificate of Incorporation and Bylaws of the Surviving CorporationCorporation until such director’s successor is duly elected or appointed and qualified.

Appears in 1 contract

Samples: Confidentiality Agreement (Perion Network Ltd.)

Directors. The directors of Merger Sub immediately before at the Effective Time will shall be the directors of the Surviving Corporation after and shall hold office from the Effective Time until their respective successors are duly elected or appointed and will hold office qualified in accordance with the bylaws manner provided in the Bylaws of the Surviving Corporation, or as otherwise provided by law.

Appears in 1 contract

Samples: Security Agreement (PHC Inc /Ma/)

Directors. The directors of Merger Sub immediately before prior to the Effective Time will be the initial directors of the Surviving Corporation after upon consummation of the Effective Time and will Merger, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving CorporationCorporation until their respective successors are duly elected or appointed and qualified.

Appears in 1 contract

Samples: Merger Agreement (Highpower International, Inc.)

Directors. The directors of Merger Sub immediately before prior to the Effective Time will shall be the initial directors of the Surviving Corporation after the Effective Time Company and will hold office from the Effective Time until their respective successors are duly elected or appointed and qualified in accordance with the bylaws of manner provided in the Surviving CorporationCompany Charter and the Surviving Company Bylaws or as otherwise provided by applicable law.

Appears in 1 contract

Samples: Merger Agreement (Biglari Holdings Inc.)

Directors. The directors of Merger Sub immediately before at the Effective Time will shall, from and after the Effective Time, be the initial directors of the Surviving Corporation after the Effective Time until their successors have been duly elected or appointed and will hold office qualified, or until their earlier death, resignation or removal, in accordance with the articles of incorporation and bylaws of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (A.C. Moore Arts & Crafts, Inc.)

Directors. The directors of Merger Sub immediately before the Effective Time Surviving Corporation will be the directors of the Surviving Corporation after Merger Subsidiary immediately prior to the Effective Time Time, and will such directors, together with any additional directors as may thereafter be elected, shall hold such office until such time as their successors shall be duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the bylaws Certificate of Incorporation and the Surviving CorporationBylaws.

Appears in 1 contract

Samples: Merger Agreement (Royal Bank of Canada \)

Directors. The directors of Merger Sub immediately before prior to the Effective Time will shall be the initial directors of the Surviving Corporation after the Effective Time and will Corporation, each to hold office in accordance with the bylaws Certificate of Incorporation and By-Laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified or until their earlier death resignation or approval.

Appears in 1 contract

Samples: Merger Agreement (Dycom Industries Inc)

Directors. The directors of Merger Sub immediately before at the Effective Time will shall be the initial directors of the Surviving Corporation after Corporation, each to hold office from the Effective Time and will hold office in accordance with the certificate of incorporation and bylaws of the Surviving CorporationCorporation and until his or her successor is duly elected and qualified.

Appears in 1 contract

Samples: Merger Agreement (Somatogen Inc)

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