Directors. The parties shall take all requisite action so that the directors of Merger Sub immediately before the Effective Time shall be, from and after the Effective Time, the directors of the Surviving Corporation until their successors are duly elected and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, the Surviving Bylaws and applicable Law.
Appears in 11 contracts
Samples: Merger Agreement (Stein Mart Inc), Merger Agreement (Perry Ellis International, Inc), Merger Agreement (Feldenkreis George)
Directors. The parties hereto shall take all requisite action actions necessary so that the board of directors of Merger Sub immediately before at the Effective Time shall beshall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, Charter and the Surviving Bylaws and applicable LawBy-Laws.
Appears in 10 contracts
Samples: Merger Agreement (Cubist Pharmaceuticals Inc), Merger Agreement (Optimer Pharmaceuticals Inc), Merger Agreement (Leap Wireless International Inc)
Directors. The parties shall take all requisite action actions necessary so that the directors of Merger Sub immediately before at the Effective Time shall beshall, from and after the Effective Time, be appointed and serve as the directors of the Surviving Corporation Company until the earlier of their resignation or removal or until their respective successors are duly elected and qualified or until their earlier deathqualified, resignation or removal as the case may be, in accordance with the Surviving Charter, the Surviving Bylaws and applicable LawCompany’s articles of association.
Appears in 10 contracts
Samples: Merger Agreement, Merger Agreement (Meridian Bioscience Inc), Merger Agreement (Mazor Robotics Ltd.)
Directors. The parties hereto shall take take, or cause to be taken, all requisite action actions necessary so that the directors of Merger Sub immediately before prior to the Effective Time shall beshall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, Charter and the Surviving Bylaws and applicable LawBylaws.
Appears in 9 contracts
Samples: Merger Agreement (Blount International Inc), Merger Agreement (Jones Group Inc), Merger Agreement (Rue21, Inc.)
Directors. The parties hereto shall take all requisite action actions necessary so that the board of directors of Merger Sub immediately before at the Effective Time shall beshall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, Charter and the Surviving Bylaws and applicable LawBylaws.
Appears in 8 contracts
Samples: Merger Agreement (Dyax Corp), Merger Agreement (Shire PLC), Merger Agreement (CSC Holdings LLC)
Directors. The parties hereto shall take all requisite action actions necessary so that the board of directors of Merger Sub immediately before at the Effective Time shall beshall, from and after the Effective Time, be elected or otherwise validly appointed as the directors of the Surviving Corporation until their successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, Charter and the Surviving Bylaws and applicable LawBylaws.
Appears in 7 contracts
Samples: Merger Agreement, Merger Agreement (Biomet Inc), Merger Agreement (Sm&A)
Directors. The parties hereto shall take all requisite action actions necessary so that the board of directors of Merger Sub immediately before at the Effective Time shall beshall, from and after the Effective Time, be the directors of the Surviving Corporation Corporation, unless otherwise determined by Parent prior to the Effective Time, until their successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, the Surviving Bylaws Memorandum and applicable LawArticles of Association.
Appears in 6 contracts
Samples: Merger Agreement (Newater Technology, Inc.), Merger Agreement (New Horizon Capital Iii, L.P.), Merger Agreement (Exceed Co Ltd.)
Directors. The parties Parties shall take all requisite necessary action so such that the directors of Merger Sub immediately before prior to the Effective Time shall be, from and after the Effective Time, be the directors of the Surviving Corporation at and as of the Effective Time and shall hold office until their respective successors are duly elected and qualified qualified, or until their earlier death, resignation or removal in accordance with the Surviving Charter, the Surviving Bylaws and applicable Lawremoval.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Insite Vision Inc), Merger Agreement (Insite Vision Inc), Agreement and Plan of Merger (QLT Inc/Bc)
Directors. The parties shall Parties will take all requisite action necessary actions so that the directors of Merger Sub as of immediately before prior to the Effective Time shall beare the initial directors of the Surviving Corporation, from each to hold office in accordance with the certificate of incorporation and after the Effective Time, the directors bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified qualified, or until their earlier death, resignation or removal in accordance with the Surviving Charter, the Surviving Bylaws and applicable Lawremoval.
Appears in 5 contracts
Samples: Merger Agreement (Mandiant, Inc.), Merger Agreement (Medallia, Inc.), Agreement and Plan of Merger (Forescout Technologies, Inc)
Directors. The parties hereto shall take all requisite action actions necessary so that the directors of Merger Sub immediately before at the Effective Time shall beshall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, Charter and the Surviving Bylaws and applicable LawBylaws.
Appears in 4 contracts
Samples: Merger Agreement (Banta Corp), Merger Agreement (Txu Corp /Tx/), Merger Agreement (Banta Corp)
Directors. The parties Parties shall take all requisite action actions necessary so that the directors of Merger Sub immediately before at the Effective Time shall beshall, from and after the Effective Time, be appointed and serve as the directors of the Surviving Corporation until their successors are duly elected and qualified or until their earlier death, resignation or removal (as the case may be) in accordance with the Surviving Charter, the Surviving Bylaws and applicable LawCorporation Articles.
Appears in 4 contracts
Samples: Merger Agreement (Tti Team Telecom International LTD), Merger Agreement (Tti Team Telecom International LTD), Merger Agreement (Eci Telecom LTD/)
Directors. The parties hereto shall take take, and cause to be taken, all requisite action actions necessary so that the directors of Merger Sub immediately before at the Effective Time shall beshall, from and after the Effective Time, be the initial directors of the Surviving Corporation Corporation, each to hold office until their respective successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, Charter and the Surviving Bylaws and applicable LawBylaws.
Appears in 4 contracts
Samples: Merger Agreement (Tropicana Las Vegas Hotel & Casino, Inc.), Agreement and Plan of Merger (Penn National Gaming Inc), Merger Agreement (International Rectifier Corp /De/)
Directors. The parties hereto shall take all requisite action actions necessary so that the directors of Merger Sub immediately before at the Effective Time shall beshall, from and after the Effective Time, be the directors of the Surviving Corporation Corporation, until their successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, Charter and the Surviving Bylaws and applicable LawBy-Laws.
Appears in 4 contracts
Samples: Merger Agreement (Harris Corp /De/), Merger Agreement (Exelis Inc.), Merger Agreement (Priceline Com Inc)
Directors. The parties shall Parties will use reasonable best efforts to take all requisite action necessary actions so that that, at the Effective Time, the initial directors of the Surviving Corporation will be the directors of Merger Sub as of immediately before the Effective Time shall be, from and after prior to the Effective Time, each to hold office in accordance with the directors certificate of incorporation and bylaws of the Surviving Corporation until their respective successors are duly elected and qualified qualified, or until their earlier death, resignation or removal in accordance with the Surviving Charter, the Surviving Bylaws and applicable Lawremoval.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Everbridge, Inc.), Merger Agreement (Everbridge, Inc.), Merger Agreement (Sumo Logic, Inc.)
Directors. The parties hereto shall take all requisite action actions necessary so that the board of directors of Merger Sub immediately before at the Effective Time shall beshall, from and after the Effective Time, consist of the directors of the Surviving Corporation until their successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, Charter and the Surviving Bylaws and applicable LawBylaws.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Exelon Corp), Agreement and Plan of Merger (Potomac Electric Power Co), Merger Agreement (Potomac Electric Power Co)
Directors. The parties hereto shall take all requisite action actions necessary so that the board of directors of Merger Sub immediately before at the Effective Time shall beshall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors are shall have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, Articles and the Surviving Bylaws and applicable LawBy-Laws.
Appears in 3 contracts
Samples: Merger Agreement (Encore Medical Corp), Merger Agreement (Compex Technologies Inc), Merger Agreement (Lifeline Systems, Inc.)
Directors. The parties hereto shall take all requisite action actions necessary so that the board of directors of Merger Sub immediately before prior to the Effective Time shall beshall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, Charter and the Surviving Bylaws and applicable LawBy-Laws.
Appears in 3 contracts
Samples: Merger Agreement (Apollo Education Group Inc), Agreement and Plan of Merger (Conmed Corp), Merger Agreement (Viking Systems Inc)
Directors. The parties hereto shall take all requisite action actions necessary so that the directors of Merger Sub immediately before prior to the Effective Time shall beshall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, Articles and the Surviving Bylaws and applicable LawBy-Laws.
Appears in 3 contracts
Samples: Merger Agreement (Goldman Sachs Group Inc), Merger Agreement (McJunkin Red Man Corp), Merger Agreement (McJunkin Red Man Holding Corp)
Directors. The parties shall take all requisite action actions necessary so that the directors of Merger Sub immediately before at the Effective Time shall beshall, from and after the Effective Time, be appointed and serve as the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified or until their earlier deathqualified, resignation or removal as the case may be, in accordance with the Surviving Charter, the Surviving Bylaws and applicable LawCorporation’s articles of association.
Appears in 3 contracts
Samples: Merger Agreement (Nano-X Imaging Ltd.), Merger Agreement (Avaya Inc), Merger Agreement (Radvision LTD)
Directors. The parties hereto shall take take, and cause to be taken, all requisite action actions necessary so that the directors of Merger Sub immediately before prior to the Effective Time shall be, from and after the Effective Time, be the directors of the Surviving Corporation until the earlier of their successors are duly elected and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, Corporation’s certificate of incorporation and the Surviving Bylaws and applicable Lawbylaws.
Appears in 3 contracts
Samples: Merger Agreement (NightHawk Radiology Holdings Inc), Merger Agreement (Viking Holdings LLC), Merger Agreement (Virtual Radiologic CORP)
Directors. The parties hereto shall take all requisite action actions necessary so that the directors of Merger Sub immediately before at the Effective Time shall beshall, from and after the Effective Time, be the directors of the Surviving Corporation Company, unless otherwise determined by Parent prior to the Effective Time, until their respective successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, the Surviving Bylaws and applicable LawArticles of Association.
Appears in 3 contracts
Samples: Merger Agreement (ChinaEquity USD Fund I L.P.), Merger Agreement (Cnshangquan E-Commerce Co., Ltd.), Merger Agreement (Mecox Lane LTD)
Directors. The parties Parties hereto shall take all requisite action actions necessary so that the directors of Merger Sub immediately before at the Effective Time shall beshall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, Charter and the Surviving Bylaws and applicable LawBylaws.
Appears in 3 contracts
Samples: Merger Agreement (Pacific Capital Bancorp /Ca/), Merger Agreement (Unionbancal Corp), Merger Agreement
Directors. The parties Parties shall take all requisite action necessary actions so that the directors of Merger Sub as of immediately before prior to the Effective Time shall beare the initial directors of the Surviving Corporation, from each to hold office in accordance with the certificate of incorporation and after the Effective Time, the directors bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified qualified, or until their earlier death, resignation or removal in accordance with the Surviving Charter, the Surviving Bylaws and applicable Lawremoval.
Appears in 3 contracts
Samples: Merger Agreement (Zix Corp), Merger Agreement (True Wind Capital, L.P.), Merger Agreement (Open Text Corp)
Directors. The parties Parties shall take all requisite action actions necessary so that the director or directors of Merger Sub immediately before at the Effective Time shall beshall, from and after the Effective Time, be appointed and serve as the only director or directors of the Surviving Corporation Company until the earlier of their resignation or removal or until their respective successors are duly elected and qualified or until their earlier deathqualified, resignation or removal in accordance with as the Surviving Charter, the Surviving Bylaws and applicable Lawcase may be.
Appears in 3 contracts
Samples: Merger Agreement (Gilat Satellite Networks LTD), Merger Agreement (Comtech Telecommunications Corp /De/), Merger Agreement (Gilat Satellite Networks LTD)
Directors. The parties hereto shall take take, or cause to be taken, all requisite action actions necessary so that the board of directors of Merger Sub immediately before prior to the Effective Time shall beshall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, Charter and the Surviving Bylaws and applicable LawBylaws.
Appears in 3 contracts
Samples: Merger Agreement (Pharmaceutical Product Development Inc), Merger Agreement (Commscope Inc), Merger Agreement (Nbty Inc)
Directors. The parties hereto shall take all requisite action actions necessary so that the directors of Merger Sub immediately before at the Effective Time shall beshall, from and after the Effective Time, be the directors of the Surviving Corporation Corporation, unless otherwise determined by Parent prior to the Effective Time, until their successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, the Surviving Bylaws and applicable LawArticles of Association.
Appears in 3 contracts
Samples: Merger Agreement (Sequoia Capital China I Lp), Merger Agreement (Le Gaga Holdings LTD), Merger Agreement (Chiu Na Lai)
Directors. The parties shall take all requisite action so that the directors of Merger Sub immediately before the Effective Time shall be, from and after the Effective Time, the directors of the Surviving Corporation until their respective successors are duly elected and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, the Surviving Bylaws and applicable Law.
Appears in 3 contracts
Samples: Merger Agreement (Qumu Corp), Merger Agreement (Dover Motorsports Inc), Merger Agreement (Papa Murphy's Holdings, Inc.)
Directors. The parties Parties shall take all requisite action actions necessary so that the directors members of the Merger Sub immediately before Board at the Effective Time shall beshall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, Charter and the Surviving Bylaws and applicable LawBylaws.
Appears in 2 contracts
Samples: Merger Agreement (Conagra Brands Inc.), Merger Agreement (Pinnacle Foods Inc.)
Directors. The Subject to applicable Law, the parties hereto shall take all requisite action actions necessary so that the board of directors of Merger Sub immediately before at the Effective Time shall beshall, from and after the Effective Time, be the directors of the Surviving Corporation Corporation, unless otherwise determined by Parent prior to the Effective Time, until their successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, the Surviving Bylaws Corporation Memorandum and applicable LawArticles of Association.
Appears in 2 contracts
Samples: Merger Agreement (Ninetowns Internet Technology Group Co LTD), Merger Agreement (Wang Shuang)
Directors. The parties hereto shall take take, and cause to be taken, all requisite action actions necessary so that the directors of Merger Sub immediately before at the Effective Time shall beshall, from and after the Effective Time, be the initial directors of the Surviving Corporation Corporation, each to hold office until their respective successors are have been duly elected or appointed and qualified or until their earlier death, incapacitation, retirement, resignation or removal in accordance with the Surviving Charter, Charter and the Surviving Bylaws and applicable LawBylaws.
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement (Sigma Aldrich Corp)
Directors. The parties hereto shall take all requisite action actions necessary so that the directors of Merger Sub immediately before at the Effective Time shall beshall, from and after the Effective Time, be the directors of the Surviving Corporation Corporation, until their successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, the Surviving Bylaws and applicable LawArticles of Association.
Appears in 2 contracts
Samples: Merger Agreement (NewQuest Asia Fund I, L.P.), Merger Agreement (China Hydroelectric Corp)
Directors. The parties to this Agreement shall take all requisite action so that the directors of Merger Sub immediately before prior to the Effective Time shall be, from and after the Effective Time, the directors of the Surviving Corporation Company until their successors are duly elected and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, bye-laws of the Surviving Bylaws Company and applicable LawLaws.
Appears in 2 contracts
Samples: Merger Agreement (Lexmark International Inc /Ky/), Merger Agreement (Kofax LTD)
Directors. The parties Parties shall take all requisite action actions necessary so that the board of directors of Merger Sub immediately before 1 at the Effective Time shall beshall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, Charter and the Surviving Bylaws and applicable LawBy-Laws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Andeavor), Merger Agreement (Marathon Petroleum Corp)
Directors. The parties Company shall take all requisite lawful action so that the directors of Merger Sub immediately before prior to the Effective Time shall beshall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors are duly elected and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, the Surviving Bylaws and applicable Lawthe DGCL.
Appears in 2 contracts
Samples: Merger Agreement (Steel Connect, Inc.), Merger Agreement (Steel Partners Holdings L.P.)
Directors. The parties Parties shall take all requisite necessary action so such that the directors of Merger Sub immediately before prior to the Effective Time shall be, from and after the Effective Time, be the directors of the Surviving Corporation as of the Effective Time and shall hold office until their respective successors are duly elected and qualified qualified, or until their earlier death, resignation or removal in accordance with the Surviving Charter, the Surviving Bylaws and applicable Lawremoval.
Appears in 2 contracts
Samples: Merger Agreement (Hibbett Inc), Merger Agreement (Tivity Health, Inc.)
Directors. The parties Parties shall take all requisite necessary action so such that the directors of Merger Sub as of immediately before prior to the Effective Time shall be, from and after the Effective Time, the directors of the Surviving Corporation, each to hold office in accordance with the applicable provisions of the DGCL and 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 Surviving Charter, the Surviving Bylaws and applicable Lawqualified.
Appears in 2 contracts
Samples: Merger Agreement (Monotype Imaging Holdings Inc.), Merger Agreement (Nutraceutical International Corp)
Directors. The parties Parties shall take all requisite action actions necessary so that the directors of Merger Sub immediately before prior to the Effective Time shall be, from and after the Effective Time, be the directors of the Surviving Corporation, each to hold office in accordance with the memorandum of association and articles of association of the Surviving Corporation until their respective death, resignation, or removal or until their respective successors are duly elected and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, memorandum of association and articles of association of the Surviving Bylaws and applicable LawCorporation.
Appears in 2 contracts
Samples: Merger Agreement (VanceInfo Technologies Inc.), Merger Agreement (HiSoft Technology International LTD)
Directors. The parties shall take all requisite action actions necessary so that the director or directors of Merger Sub immediately before at the Effective Time shall beshall, from and after the Effective Time, be appointed and serve as the director or directors of the Surviving Corporation Company until the earlier of their resignation or removal or until their respective successors are duly elected and qualified or until their earlier deathqualified, resignation or removal as the case may be, in accordance with the Surviving Charter, the Surviving Bylaws and applicable LawCompany’s articles of association.
Appears in 2 contracts
Samples: Merger Agreement (Attunity LTD), Merger Agreement (NeuroDerm Ltd.)
Directors. The parties hereto shall take take, and cause to be taken, all requisite action actions necessary so that the directors of Merger Sub immediately before prior to the Effective Time shall beshall, from and after the Effective Time, be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, the Surviving Bylaws and applicable Lawqualified.
Appears in 2 contracts
Samples: Merger Agreement (Aruba Networks, Inc.), Merger Agreement (Hewlett Packard Co)
Directors. The parties shall take all requisite action so that the directors of Merger Sub immediately before the Effective Time shall be, from and after the Effective Time, the directors of the Surviving Corporation until their successors are duly elected and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, certificate of incorporation and bylaws of the Surviving Bylaws Corporation and applicable Law. The Company shall use its commercially reasonable efforts to deliver to Parent prior to the Effective Time, the resignation of each director of the Company, which resignations shall each be effective as of the Closing Date.
Appears in 2 contracts
Samples: Merger Agreement (Mitel Networks Corp), Merger Agreement (ShoreTel Inc)
Directors. The parties shall take all requisite action actions necessary so that the directors of Merger Sub immediately before at the Effective Time shall beshall, from and after the Effective Time, be appointed and serve as the directors of the Surviving Corporation Company, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified or until their earlier deathqualified, resignation or removal as the case may be, in accordance with the Surviving Charter, the Surviving Bylaws and applicable LawCompany’s articles of association.
Appears in 2 contracts
Samples: Merger Agreement (Enzymotec Ltd.), Merger Agreement (Frutarom LTD)
Directors. The parties shall take all requisite action so that the directors of Merger Sub immediately before prior to the Effective Time shall be, from and after the Effective Time, the directors of the Surviving Corporation until their successors are duly elected and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, the Surviving Bylaws and applicable Lawthe DGCL.
Appears in 2 contracts
Samples: Merger Agreement (Wyndham International Inc), Merger Agreement (Duane Reade Inc)
Directors. The parties hereto shall take all requisite action actions necessary so that the board of directors of Merger Sub immediately before 1 at the Effective Time shall beshall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, Charter and the Surviving Bylaws and applicable LawBy-Laws.
Appears in 2 contracts
Samples: Merger Agreement (Tesoro Corp /New/), Merger Agreement (Western Refining, Inc.)
Directors. The parties shall take all requisite action actions necessary so that the directors of Merger Sub immediately before at the Effective Time shall beshall, from and after the Effective Time, be appointed and serve as the directors of the Surviving Corporation Company until the earlier of their resignation or removal or until their respective successors are duly elected and qualified or until their earlier deathqualified, resignation or removal as the case may be, in accordance with the Surviving Charter, the Surviving Bylaws and applicable LawCompany’s Articles of Association.
Appears in 2 contracts
Samples: Merger Agreement (Ultra Clean Holdings, Inc.), Merger Agreement (Ultra Clean Holdings, Inc.)
Directors. The parties shall take hereto will take, or cause to be taken, all requisite action actions necessary so that the directors of Merger Sub immediately before prior to the Effective Time shall bewill, from and after the Effective Time, be the directors of the Surviving Corporation until their successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, Charter and the Surviving Bylaws and applicable LawBylaws.
Appears in 2 contracts
Samples: Merger Agreement (Cintas Corp), Merger Agreement (G&k Services Inc)
Directors. The parties hereto shall take all requisite necessary action so such that the directors of Merger Sub immediately before prior to the Effective Time shall be, from and after the Effective Time, be the directors of the Surviving Corporation Company at and as of the Effective Time and shall hold office until their respective successors are duly elected and qualified qualified, or until their earlier death, resignation or removal in accordance with the Surviving Charter, the Surviving Bylaws and applicable Lawremoval.
Appears in 2 contracts
Samples: Merger Agreement (Staples Inc), Merger Agreement (Office Depot Inc)
Directors. The parties hereto shall take all requisite action actions necessary so that the board of directors of Merger Sub immediately before at the Effective Time shall beshall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, the Surviving Bylaws and applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Jasmine Holdco LLC), Merger Agreement (VeriFone Holdings, Inc.)
Directors. The parties hereto shall take all requisite action actions necessary so that the board of directors of Merger Sub immediately before at the Effective Time shall beshall, from and after the Effective Time, be the directors of the Surviving Corporation Company, unless otherwise determined by Parent prior to the Effective Time, until their successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, the Surviving Bylaws Memorandum and applicable LawArticles of Association.
Appears in 1 contract
Directors. The parties hereto shall take take, or cause to be taken, all requisite action actions necessary so that the directors of Merger Sub immediately before prior to the Effective Time shall beshall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, Charter and the Surviving Bylaws and applicable LawBy-Laws.
Appears in 1 contract
Directors. The parties Each of the Parties shall take all requisite necessary action so that to cause the directors of Merger Sub immediately before prior to the Effective Time shall be, from and after the Effective Time, to be the directors of the Surviving Corporation immediately following the Effective Time, until their respective successors are duly elected and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, Constituent Documents of the Surviving Bylaws and applicable LawCorporation.
Appears in 1 contract
Samples: Merger Agreement (Ladenburg Thalmann Financial Services Inc.)
Directors. The parties hereto shall take all requisite action actions reasonably necessary so that the directors sole director of Merger Sub immediately before at the Effective Time shall beshall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors are have been duly elected and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, Corporation Charter and the Surviving Bylaws and applicable LawCorporation Bylaws.
Appears in 1 contract
Samples: Merger Agreement (Saxon Capital Inc)
Directors. The parties shall take all requisite action so that the directors of Merger Sub immediately before the Effective Time shall be, from and after the Effective Time, the directors of the Surviving Corporation until their successors are duly elected and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, certificate of incorporation and bylaws of the Surviving Bylaws Corporation and applicable Law.
Appears in 1 contract
Samples: Merger Agreement (CDK Global, Inc.)
Directors. The parties hereto shall take all requisite action actions necessary so that the directors that, as of Merger Sub immediately before the Effective Time shall be, from and after the Effective Time, the directors of Merger Sub immediately prior to the Effective Time will be the directors of the Surviving Corporation Corporation, each to serve until their successors are his or her respective successor is duly elected and qualified or until their the earlier of his or her death, resignation or removal in accordance with the Surviving Charter, the Surviving Bylaws and applicable Lawremoval.
Appears in 1 contract
Directors. The Subject to applicable Law and Section 3.3 below, the parties hereto shall take all requisite action actions necessary so that the directors of Merger Sub immediately before prior to the Effective Time shall beshall, from and after the Effective Time, be the directors of the Surviving Corporation Corporation, unless otherwise determined by Holdings prior to the Effective Time, until their successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, the Surviving Bylaws Corporation Memorandum and applicable LawArticles of Association.
Appears in 1 contract
Samples: Merger Agreement (ChinaEdu CORP)
Directors. The parties hereto shall take all requisite action necessary actions so that the directors of Merger Sub immediately before prior to the Effective Time shall be, from and after at the Effective Time, Time become the directors of the Surviving Corporation (unless otherwise determined by Parent prior to the Effective Time), each to hold office in accordance with the Articles of Association until their respective death, resignation, or removal or until their respective successors are duly elected and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, the Surviving Bylaws and applicable Lawqualified.
Appears in 1 contract
Samples: Merger Agreement (Pansoft CO LTD)
Directors. The parties hereto shall take take, and cause to be taken, all requisite action actions necessary so that the directors of Merger Sub immediately before prior to the Effective Time shall be, from and after the Effective Time, be the directors of the Surviving Corporation until the earlier of their successors are duly elected and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, Corporation's articles of incorporation and the Surviving Bylaws and applicable Lawbylaws.
Appears in 1 contract
Samples: Merger Agreement (Nortek Inc)
Directors. The parties hereto shall take take, and cause to be taken, all requisite action actions necessary so that the directors of Merger Sub immediately before at the Effective Time shall beshall, from and after the Effective Time, shall be the directors of the Surviving Corporation until their successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, Charter and the Surviving Bylaws and applicable LawBylaws.
Appears in 1 contract
Samples: Merger Agreement (Ims Health Inc)
Directors. The parties shall take all requisite action so that the directors of Merger Sub immediately before prior to the Company Merger Effective Time shall be, from and after the Company Merger Effective Time, the directors of the Surviving Corporation until their successors are duly elected and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, the Surviving Bylaws and applicable Lawthe DGCL.
Appears in 1 contract
Directors. The parties shall will take all requisite necessary action so that the directors of Merger Sub immediately before the Effective Time shall besuch that, from and after the Effective Time, the directors of Merger Sub immediately prior to the Effective Time will be the directors of the Surviving Corporation Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified or until their earlier deathqualified, resignation or removal in accordance with as the Surviving Charter, the Surviving Bylaws and applicable Lawcase may be.
Appears in 1 contract
Directors. The parties hereto shall take all requisite action actions necessary so that the directors of Merger Sub immediately before at the Effective Time shall beshall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, terms of the Surviving Bylaws Charter and applicable Lawthe Regulations.
Appears in 1 contract
Samples: Merger Agreement (Steris Corp)
Directors. The parties shall take all requisite action so that cause the directors of Merger Sub immediately before prior to the Effective Time shall beto be the initial directors of the Surviving Corporation, from to hold office in accordance with the charter and after the Effective Time, the directors bylaws of the Surviving Corporation until their successors are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, the Surviving Bylaws and applicable Lawremoval.
Appears in 1 contract
Samples: Merger Agreement (Bedford Property Investors Inc/Md)
Directors. The parties hereto shall take all requisite action actions necessary (including procuring resignation letters) so that the directors of Merger Sub immediately before prior to the Effective Time shall beshall, from and after the Effective Time, be the directors of the Surviving Corporation Corporation, until their successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, Charter and the Surviving Bylaws and applicable LawBylaws.
Appears in 1 contract
Samples: Merger Agreement (Molex Inc)
Directors. The parties Parties hereto shall take all requisite action actions necessary so that the directors of Merger Sub immediately before prior to the Effective Time shall be, from and after the Effective Time, be appointed as the directors of the Surviving Corporation as of the Effective Time and will serve until their successors are duly elected or appointed and qualified in the manner provided in the certificate of incorporation or by-laws of the Surviving Corporation or as otherwise provided by law, or until their earlier death, resignation or removal in accordance with the Surviving Charter, the Surviving Bylaws and applicable Lawremoval.
Appears in 1 contract
Samples: Merger Agreement (United Rentals North America Inc)
Directors. The parties Parties shall take all requisite action actions necessary so that the director or directors of Merger Sub immediately before prior to the Effective Time shall beshall, from and after the Effective Time, be appointed and serve as the only director or directors of the Surviving Corporation Company until the earlier of their resignation or removal or until their respective successors are duly elected and qualified or until their earlier deathqualified, resignation or removal in accordance with as the Surviving Charter, the Surviving Bylaws and applicable Lawcase may be.
Appears in 1 contract
Directors. The parties Company shall take all requisite action so that the directors of Merger Sub immediately before prior to the Effective Time shall be, from and after the Effective Time, the directors of the Surviving Corporation until their successors are duly elected and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, the Surviving Bylaws and applicable Lawthe OBCA.
Appears in 1 contract
Samples: Merger Agreement (Kronos Inc)
Directors. The parties Parties shall take all requisite action actions necessary so that the directors of Merger Sub immediately before at the Effective Time shall beshall, from and after the Effective Time, be appointed and serve as the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified or until their earlier deathqualified, resignation or removal as the case may be, in accordance with the Surviving Charter, the Surviving Bylaws and applicable LawCorporation’s articles of association.
Appears in 1 contract
Samples: Transaction Agreement and Plan of Merger (Avid Technology, Inc.)
Directors. The parties hereto shall take all requisite action actions necessary so that the board of directors of Merger Sub immediately before prior to the Effective Time shall beshall, from and after the Effective Time, be the directors of the Surviving Corporation Corporation, unless otherwise determined by the Controlling Shareholder prior to the Effective Time, until their successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, the Surviving Bylaws Memorandum and applicable LawArticles of Association.
Appears in 1 contract
Directors. The parties hereto shall take all requisite action actions necessary so that the directors of Merger Sub immediately before prior to the Effective Time shall beshall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving CharterCharter and the Bylaws. Prior to the Effective Time, Infrant shall take all actions necessary to obtain any resignations of its directors in their capacities as such, and not in their capacities as employees (if applicable) necessary to give effect to the Surviving Bylaws and applicable Lawprovisions of this Section 2.6.
Appears in 1 contract
Samples: Merger Agreement (Netgear, Inc)
Directors. The Subject to applicable Law, the parties hereto shall take all requisite action actions necessary so that the directors of Merger Sub immediately before prior to the Effective Time shall beshall, from and after the Effective Time, be the directors of the Surviving Corporation Corporation, unless otherwise determined by Parent prior to the Effective Time, until their successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, the Surviving Bylaws Corporation Memorandum and applicable LawArticles of Association.
Appears in 1 contract
Samples: Merger Agreement (ShangPharma Corp)
Directors. The parties shall Company will take all requisite action so that the directors of Merger Sub immediately before the Effective Time shall bethat, from and after the Effective Time, the directors of the Merger Sub immediately prior to the Effective Time will be the directors of the Surviving Corporation Corporation, to hold office until their successors are duly elected and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, Certificate of Incorporation and Bylaws of the Surviving Bylaws and applicable LawCorporation.
Appears in 1 contract
Directors. The parties shall take all requisite action so actions such that the directors of Merger Sub immediately before prior to the Effective Time shall be, from and after the Effective Time, be the directors of Parent until the Surviving Corporation earlier of their resignation or removal or until their respective successors are duly elected and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, the Surviving Bylaws and applicable Lawqualified.
Appears in 1 contract
Samples: Merger Agreement (Intersections Inc)
Directors. The parties hereto shall take all requisite action actions necessary so that the directors of Merger Sub immediately before prior to the Effective Time shall beshall, from and after the Effective Time, be the directors of the Surviving Corporation Corporation, unless otherwise determined by Parent prior to the Effective Time, until their successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, the Surviving Bylaws Memorandum and applicable LawArticles.
Appears in 1 contract
Samples: Merger Agreement (SKY-MOBI LTD)
Directors. The parties hereto shall take all requisite action actions necessary so that the board of directors of Merger Sub immediately before at the Effective Time shall beshall, from and after the Effective Time, constitute the directors of the Surviving Corporation until their successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, Charter and the Surviving Bylaws and applicable LawBy-Laws.
Appears in 1 contract
Directors. The parties hereto shall take all requisite action actions necessary so that the board of directors of Merger Sub immediately before at the Effective Time shall beshall, from and after the Effective Time, be elected or otherwise validly appointed as the directors of the Surviving Corporation until their successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, Charter and the Surviving Bylaws and applicable LawBy-laws.
Appears in 1 contract
Samples: Merger Agreement (Vertrue Inc)
Directors. The parties hereto shall take all requisite action actions necessary so that the board of directors of Merger Sub immediately before at the Effective Time shall beshall, from and after the Effective Time, be the directors of the Surviving Corporation Corporation, unless otherwise determined by Parent prior to the Effective Time, until their respective successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal termination in accordance with the Surviving Charter, the Surviving Bylaws Memorandum and applicable LawArticles of Association.
Appears in 1 contract
Directors. The parties shall Parties will take all requisite necessary action so such that the directors of Merger Sub immediately before the Effective Time shall be, from and after the Effective Time, the directors of Merger Sub prior to the Effective Time will become the directors of the Surviving Corporation Corporation, until the earlier of their death, incapacity, resignation or removal or until their respective successors are duly elected and qualified or until their earlier deathqualified, resignation or removal in accordance with as the Surviving Charter, the Surviving Bylaws and applicable Lawcase may be.
Appears in 1 contract
Directors. The parties hereto shall take all requisite action actions necessary so that the directors of Merger Sub immediately before prior to the Effective Time shall be, from and after the Effective Time, be the directors of the Surviving Corporation Company as of the Effective Time, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Company as amended as of the Effective Time, until their respective successors are duly elected or appointed (as the case may be) and qualified qualified, or until their earlier death, resignation or removal in accordance with the Surviving Charter, the Surviving Bylaws and applicable Lawremoval.
Appears in 1 contract
Samples: Merger Agreement (KSW Inc)
Directors. The parties Parties shall take all requisite necessary action so that the directors of Merger Sub immediately before the Effective Time shall be, from and after the Effective Time, the only directors of the Surviving Corporation Corporation, in each case until their successors are his or her successor is duly elected and qualified or until their his or her earlier death, resignation or removal in accordance with the Surviving Charter, the Surviving Bylaws and applicable Law.
Appears in 1 contract
Directors. The parties shall take all requisite action so actions necessary such that the directors of Merger Sub immediately before prior to the Effective Time shall be, from and after the Effective Time, be the directors of the Surviving Corporation until their successors are duly elected and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, the Surviving Bylaws and applicable Law.Surviving
Appears in 1 contract
Directors. The parties shall take all requisite action so that the directors of Merger Sub immediately before the Effective Time shall be, from and after the Effective Time, the directors of the Surviving Corporation until their successors are duly elected and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, certificate of incorporation and bylaws of the Surviving Bylaws Corporation and applicable Law. The Company shall use its reasonable best efforts to deliver to Parent prior to the Effective Time, the resignation of each director of the Company, which resignations shall each be effective as of the Closing Date.
Appears in 1 contract
Samples: Merger Agreement (Air Methods Corp)
Directors. The parties hereto shall take all requisite action actions necessary so that the directors of Merger Sub immediately before as of the Effective Time shall beTime, from and after the Effective Time, the shall serve as directors of the Surviving Corporation until their successors are shall have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, Certificate of Incorporation and the Surviving Bylaws and applicable LawBy-Laws.
Appears in 1 contract
Directors. The parties Parties shall take all requisite action actions necessary so that the directors of Merger Sub immediately before prior to the Effective Time shall beshall, from and after the Effective Time, be the initial directors of the Surviving Corporation until their successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, Charter and the Surviving Bylaws and applicable LawBylaws.
Appears in 1 contract
Samples: Merger Agreement (ORBCOMM Inc.)
Directors. The parties Parties shall take all requisite necessary action so such that the directors of Merger Sub as of immediately before prior to the Effective Time shall bebe installed as, from and after the Effective Time, the directors of the Surviving Corporation, each to hold office in accordance with the applicable provisions of the DGCL and 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 Surviving Charter, the Surviving Bylaws and applicable Lawqualified.
Appears in 1 contract
Directors. The parties hereto shall take all requisite action actions necessary so that the board of directors of Merger Sub immediately before at the Effective Time shall beshall, from and after the Effective Time, consist of the directors of the Surviving Corporation until their successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, the Surviving Bylaws and applicable Lawthe DGCL.
Appears in 1 contract
Directors. The parties shall take all requisite action actions necessary so that the directors of Merger Sub immediately before at the Effective Time shall beand the Company Designated Directors shall, from and after the Effective Time, be appointed and serve as the directors of the Surviving Corporation Company until, subject to Section 6.5, the earlier of their death, resignation or removal or until their respective successors are duly elected and qualified or until their earlier deathqualified, resignation or removal as the case may be, in accordance with the Surviving Charter, the Surviving Bylaws and applicable LawCompany’s articles of association.
Appears in 1 contract
Directors. The parties Parties shall take all requisite action actions necessary so that the board of directors of Merger Sub immediately before prior to the Effective Time shall beshall, from and after immediately following the Effective Time, be the only directors of the Surviving Corporation Corporation, each to hold office until their successors are his or her successor has been duly elected or appointed and qualified or until their his or her earlier death, resignation or removal in accordance with the Surviving Charter, Charter and the Surviving Bylaws and applicable LawBylaws.
Appears in 1 contract
Directors. The parties hereto shall take all requisite action actions necessary so that the board of directors of Merger Sub immediately before at the Effective Time shall beshall, from and after the Effective Time, be the directors of the Surviving Corporation Corporation, unless otherwise determined by the Strategic Investor and the Controlling Shareholder prior to the Effective Time, until their successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, the Surviving Bylaws Memorandum and applicable LawArticles of Association.
Appears in 1 contract
Directors. The parties hereto shall take all requisite action actions necessary so that the board of directors of Merger Sub immediately before at the Effective Time shall beshall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors are shall have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, articles of organization and by-laws of the Surviving Bylaws and applicable LawCorporation.
Appears in 1 contract
Samples: Merger Agreement (Salary. Com, Inc.)
Directors. The parties Parties shall take all requisite action so that the directors of Merger Sub immediately before the Effective Time shall be, from and after the Effective Time, the directors of the Surviving Corporation until their successors are duly elected and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, the Surviving Bylaws and applicable Law.
Appears in 1 contract
Directors. The parties hereto shall take all requisite action actions necessary so that the board of directors of Merger Sub immediately before at the Effective Time shall beshall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors are shall have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, Articles of Incorporation and the Surviving Bylaws and applicable LawBy-Laws.
Appears in 1 contract
Directors. The parties hereto shall take all requisite action actions necessary so that the directors of Merger Sub immediately before at the Effective Time shall beshall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, the Surviving Bylaws Charter and applicable LawBy-Laws.
Appears in 1 contract
Directors. The parties shall take all requisite action actions necessary so that the directors of Merger Sub immediately before at the Effective Time shall beshall, from and after the Effective Time, be appointed and serve as the directors of the Surviving Corporation Company until the earlier of their resignation or removal or until their respective successors are duly elected and qualified or until their earlier deathqualified, resignation or removal as the case may be, in accordance with the Surviving Charter, the Surviving Bylaws and applicable LawCompany's articles of association.
Appears in 1 contract
Directors. The parties hereto shall take all requisite action actions necessary so that the members of the board of directors of Merger Sub immediately before at the Effective Time shall beshall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, Charter and the Surviving Bylaws and applicable LawBylaws.
Appears in 1 contract
Directors. The parties shall take all requisite action so that the directors of Merger Sub immediately before prior to the Effective Time shall be, from and after the Effective Time, the directors of the Surviving Corporation until their successors are duly elected and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, the Surviving Bylaws and applicable LawLaws.
Appears in 1 contract
Samples: Merger Agreement (Interpool Inc)
Directors. The parties hereto shall take all requisite action actions necessary so that the directors managers of Merger Sub immediately before at the Effective Time shall beshall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, terms of the Surviving Bylaws Charter and applicable Lawthe Bylaws.
Appears in 1 contract
Samples: Co Operation Agreement (AbbVie Inc.)