Directors. Subject to applicable Law, the directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.
Appears in 42 contracts
Samples: Merger Agreement (KLX Energy Services Holdings, Inc.), Merger Agreement (Span America Medical Systems Inc), Merger Agreement (TriVascular Technologies, Inc.)
Directors. Subject to applicable Law, the directors of Merger Sub immediately prior to as of the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.
Appears in 14 contracts
Samples: Merger Agreement (Zendesk, Inc.), Merger Agreement, Merger Agreement (Dresser-Rand Group Inc.)
Directors. Subject to requirements of applicable Law, the directors of Merger Sub immediately prior to the Effective Time shall shall, from and after the Effective Time, be the initial directors of the Surviving Corporation and shall hold office until their respective successors are have been duly elected or appointed and qualified, qualified or until their earlier death, resignation or removalremoval in accordance with the Certificate of Incorporation and the By-Laws.
Appears in 10 contracts
Samples: Merger Agreement (Talbots Inc), Merger Agreement (Barr Pharmaceuticals Inc), Merger Agreement (Novartis Ag)
Directors. Subject to applicable Law, the directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation Company and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.
Appears in 8 contracts
Samples: Merger Agreement, Merger Agreement (Valspar Corp), Merger Agreement (Sherwin Williams Co)
Directors. Subject to applicable Law, the The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office Corporation, until their respective successors are have been duly elected or appointed and qualified, qualified or until their earlier death, resignation or removalremoval in accordance with the Surviving Corporation's certificate of incorporation and by-laws.
Appears in 5 contracts
Samples: Merger Agreement (Divine Inc), Merger Agreement (Open Market Inc), Merger Agreement (Divine Inc)
Directors. Subject to applicable Law, the The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office Corporation, until their respective successors are have been duly elected or appointed and qualified, qualified or until their earlier death, resignation or removalremoval in accordance with the Surviving Corporation's Certificate of Incorporation and by-laws.
Appears in 4 contracts
Samples: Merger Agreement (Rowecom Inc), Merger Agreement (Divine Inc), Merger Agreement (Eshare Communications Inc)
Directors. Subject to applicable Law, the The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removalremoval in accordance with applicable law and the Surviving Corporation’s Articles of Incorporation and Bylaws.
Appears in 4 contracts
Samples: Merger Agreement (Nurx Pharmaceuticals, Inc.), Merger Agreement (Quantrx Biomedical Corp), Merger Agreement (Wellco Enterprises Inc)
Directors. Subject to applicable Law, the directors of Merger Sub immediately prior to as of the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office until their respective successors are duly elected and qualified, or their earlier death, incapacitation, retirement, resignation or removal.
Appears in 4 contracts
Samples: Merger Agreement (ProSight Global, Inc.), Merger Agreement (Reliance Steel & Aluminum Co), Merger Agreement (Metals Usa Holdings Corp.)
Directors. Subject to applicable Law, the directors of Merger Sub as of immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.
Appears in 4 contracts
Samples: Merger Agreement (Bankrate, Inc.), Merger Agreement (Bankrate Inc), Merger Agreement (Bankrate Inc)
Directors. Subject to applicable Lawlaw, the directors of the Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.
Appears in 3 contracts
Samples: Merger Agreement (Communications Instruments Inc), Merger Agreement (Thermal Industries Inc), Merger Agreement (Corcom Inc)
Directors. Subject to applicable Law, the The directors of Merger Sub immediately prior to at the Effective Time shall be the initial directors of the Surviving Corporation and shall Corporation, to hold office in accordance with the articles of incorporation and 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.
Appears in 3 contracts
Samples: Merger Agreement (Hard Rock Hotel Inc), Merger Agreement (Morgans Hotel Group Co.), Merger Agreement (O2wireless Solutions Inc)
Directors. Subject to applicable Lawlaw, the directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.
Appears in 3 contracts
Samples: Merger Agreement (Luxottica Group Spa), Merger Agreement (Cole National Corp /De/), Merger Agreement (Sheldahl Inc)
Directors. Subject to applicable Law, the directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office until their respective successors are duly elected and qualifiedqualify, or their earlier death, resignation or removal.
Appears in 3 contracts
Samples: Merger Agreement (Allegheny Energy, Inc), Merger Agreement (Firstenergy Corp), Merger Agreement
Directors. Subject to applicable Law, the directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office until their respective successors are duly elected or appointed and qualified, qualified or their earlier death, resignation or removalremoval in accordance with the articles of incorporation and code of regulations of the Surviving Corporation.
Appears in 3 contracts
Samples: Merger Agreement (DPL Inc), Merger Agreement (Aes Corp), Merger Agreement (DPL Inc)
Directors. Subject to applicable Law, the The directors of Merger Sub I immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation surviving corporation in the Initial Merger and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.
Appears in 3 contracts
Samples: Merger Agreement (Synnex Corp), Merger Agreement (Synnex Corp), Merger Agreement (Convergys Corp)
Directors. Subject to applicable Law, the The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removalremoval in accordance with applicable Law and the Surviving Corporation’s Certificate of Incorporation and Bylaws.
Appears in 3 contracts
Samples: Merger Agreement (Infousa Inc), Merger Agreement (Blair Corp), Merger Agreement (Onesource Information Services Inc)
Directors. Subject to applicable Law, the directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office until their respective successors are duly elected or appointed and qualified, qualified or their earlier death, resignation or removalremoval in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.
Appears in 3 contracts
Samples: Merger Agreement (Vertro, Inc.), Merger Agreement (Inuvo, Inc.), Merger Agreement (Vertro, Inc.)
Directors. Subject to applicable Law, the directors of Merger Sub immediately prior to the Effective Time shall at the Effective Time be the initial appointed as directors of the Surviving Corporation and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.
Appears in 2 contracts
Samples: Merger Agreement (FGX International Holdings LTD), Merger Agreement (Essilor International /Fi)
Directors. Subject to applicable Law, the directors Each director of Merger Sub immediately prior to the Effective Time shall be the an initial directors director of the Surviving Corporation and shall Company, to hold office in accordance with the Certificate of Incorporation and Bylaws, until their respective successors are his or her successor shall have been duly elected and qualified, shall have qualified or their until his or her earlier death, death or resignation or removalremoval in accordance with the Certificate of Incorporation and Bylaws.
Appears in 2 contracts
Samples: Merger Agreement (800america Com Inc), Merger Agreement (800america Com Inc)
Directors. Subject to applicable Law, the directors of Merger Sub immediately prior to the Effective Time shall be be, as of the initial Effective Time, the directors of the Surviving Corporation and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.
Appears in 2 contracts
Samples: Merger Agreement (Stratex Oil & Gas Holdings, Inc.), Merger Agreement (RICHFIELD OIL & GAS Co)
Directors. Subject to applicable Law, the The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall Company, each to hold office in accordance with the certificate of incorporation and bylaws, until their respective successors are duly elected or appointed and qualified, qualified in accordance with the certificate of incorporation and bylaws or until their earlier death, resignation or removal.
Appears in 2 contracts
Samples: Merger Agreement (Air Express International Corp /De/), Tender Offer and Merger Agreement (Dp Acquisition Corp)
Directors. Subject to applicable Law, the directors of Merger Sub MergeCo immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.
Appears in 2 contracts
Samples: Merger Agreement (Big Flower Holdings Inc/), Agreement and Plan of Merger (Big Flower Holdings Inc/)
Directors. Subject to requirements of applicable Law, the directors of Merger Sub immediately prior to the Effective Time shall shall, from and after the Effective Time and from and after the effective time of the Subsequent Merger, be the initial directors of the Surviving Corporation and shall hold office until their respective successors are have been duly elected or appointed and qualified, qualified or until their earlier death, resignation or removalremoval in accordance with the Articles of Incorporation and the By-Laws.
Appears in 2 contracts
Samples: Merger Agreement (Ivax Corp), Merger Agreement (Teva Pharmaceutical Industries LTD)
Directors. Subject to applicable Law, the directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removalremoval in accordance with the articles of incorporation and bylaws of the Surviving Corporation.
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement (Silverleaf Resorts Inc)
Directors. Subject to applicable Lawlaw, the directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removalremoval in accordance with the articles of incorporation or by-laws of the Surviving Corporation.
Appears in 2 contracts
Samples: Merger Agreement (Luxottica Group Spa), Merger Agreement (Oakley Inc)
Directors. Subject to applicable Lawlaw, the directors of --------- Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.
Appears in 2 contracts
Samples: Merger Agreement (Ivi Checkmate Corp), Merger Agreement (Ingenico S A)
Directors. Subject to applicable Law, the directors of Merger Sub immediately prior to as of the Effective Time shall be the initial directors of the Surviving Corporation as of the Effective Time and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.
Appears in 1 contract
Samples: Merger Agreement (Petsmart Inc)
Directors. Subject to applicable Law, the directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation Company and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal, in each case, in accordance with the certificate of incorporation and bylaws of the Surviving Company.
Appears in 1 contract
Samples: Merger Agreement (Barnes Group Inc)
Directors. Subject to applicable Law, the directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation Entity and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.
Appears in 1 contract
Directors. Subject to applicable Law, the directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation as of the Effective Time and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.
Appears in 1 contract
Samples: Merger Agreement (RCN Corp /De/)
Directors. Subject to requirements of applicable Law, the directors of Merger Sub immediately prior to the Effective Time shall shall, from and after the Effective Time, be the initial directors of the Surviving Corporation and shall hold office until their respective successors are have been duly elected or appointed and qualified, qualified or until their earlier death, resignation or removalremoval in accordance with the Organizational Documents.
Appears in 1 contract
Directors. Subject to applicable Law, the directors of Merger Sub as of immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office until their respective successors are duly elected and qualified, or their earlier death, incapacitation, retirement, resignation or removal.
Appears in 1 contract
Samples: Merger Agreement (BMC Software Inc)
Directors. Subject to applicable Law, the directors of Merger Sub immediately prior to the Effective Time shall be be, as of the initial Effective Time, the directors of the Surviving Corporation surviving corporation in the Merger and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.
Appears in 1 contract
Directors. Subject to applicable Lawthe provisions of Section 11.1 relating to the election of directors, the directors of Merger Sub immediately prior to the Effective Time shall shall, from and after the Effective Time, be the initial directors of the Surviving Corporation and shall hold office until their respective successors are have been duly elected or appointed and qualified, qualified or until their earlier death, resignation or removalremoval in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.
Appears in 1 contract
Directors. Subject to applicable Law, the directors of Merger Sub immediately prior to as of the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office until their respective successors are duly elected and qualified, or until their earlier death, resignation or removal, in accordance with the Surviving Corporation's certificate of incorporation and by-laws; provided, however, that the initial directors of the Surviving Corporation shall include any directors that the holders of the Preferred Shares are entitled to elect pursuant to Section 6.1 of the Certificate of Designation.
Appears in 1 contract
Samples: Merger Agreement (Metromedia International Group Inc)
Directors. Subject to applicable Law, the directors of Merger Sub immediately prior to the Effective Time shall be the initial appointed as directors of the Surviving Corporation and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.
Appears in 1 contract
Directors. Subject to applicable Law, the directors of Merger Sub immediately prior to as of the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office until their respective successors are duly elected and qualified, or until their earlier death, resignation or removal, in accordance with the Surviving Corporation’s certificate of incorporation and by-laws; provided, however, that the initial directors of the Surviving Corporation shall include any directors that the holders of the Preferred Shares are entitled to elect pursuant to Section 6.1 of the Certificate of Designation.
Appears in 1 contract
Directors. Subject to applicable Law, the The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall Entity, each to hold office in accordance with the Surviving Entity Bylaws until their respective successors are such director’s successor is duly elected or appointed and qualified, qualified or their until such director’s earlier death, resignation incapacity or removalremoval in accordance with the Surviving Entity Bylaws.
Appears in 1 contract
Samples: Merger Agreement (Genpact LTD)
Directors. Subject to applicable Law, the The directors of Merger Sub immediately prior to at the Effective Time shall shall, from and after the Effective Time, be the initial directors of the Surviving Corporation and shall hold office Entity until their respective successors are have been duly elected or appointed and qualified, qualified or until their earlier death, resignation or removalremoval in accordance with the Charter and the By-Laws.
Appears in 1 contract
Directors. Subject to applicable Law, the directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office until their respective successors are duly elected and qualified, or their Agreement and Plan of Merger earlier death, resignation or removalremoval in accordance with the articles of incorporation and bylaws of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Silverleaf Resorts Inc)
Directors. Subject to applicable Lawlaw, the directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation immediately following the Effective Time and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.
Appears in 1 contract
Samples: Merger Agreement (Azurix Corp)
Directors. Subject to applicable Law, at the Effective Time, the directors of Merger Sub immediately prior to the Effective Time shall be become the initial directors of the Surviving Corporation and shall Corporation, 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, qualified or until their earlier death, resignation or removal.
Appears in 1 contract
Directors. Subject to applicable Law, the directors of Merger Sub as of immediately prior to the Effective Time shall be be, as of the Effective Time, the initial directors of the Surviving Corporation and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Varian Medical Systems Inc)
Directors. Subject to applicable Law, the directors of Merger Sub immediately prior to the Effective Time shall shall, from and after the Effective Time, be the initial directors of the Surviving Corporation and 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 certificate of incorporation and bylaws of the Surviving Corporation.
Appears in 1 contract
Directors. Subject to applicable LawExcept as otherwise directed in writing by Parent, the directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office until their respective successors are duly elected or appointed and qualified, or their earlier death, resignation or removal, in accordance with the certificate of incorporation and bylaws of the Surviving Corporation or as otherwise provided by Law.
Appears in 1 contract
Directors. Subject to applicable Law, the The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall Entity, each to hold office in accordance with the Surviving Entity’s Organizational Documents until their respective successors are such director’s successor is duly elected or appointed and qualified, or until the earlier of their earlier death, resignation or removal.
Appears in 1 contract
Directors. Subject to applicable Lawlaw, the directors of Merger Sub Corp. immediately prior to the Effective Time shall be the initial directors trustees of the Surviving Corporation Trust and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.
Appears in 1 contract
Samples: Merger Agreement (Broder Bros Co)
Directors. Subject to applicable Law, the The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall Entity, each to hold office in accordance with the Surviving Entity Certificate of Incorporation and the Surviving Entity Bylaws until their respective successors are such director’s successor is duly elected or appointed and qualified, or their earlier death, resignation or removal.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Logan's Roadhouse of Kansas, Inc.)
Directors. Subject to applicable Law, the directors of Merger Sub immediately prior to the Effective Time shall be designated by the Company and the Parent, with the Parent designating one (1) director and the Company designating three (3) directors prior to the Effective Time. From and after the Effective Time, the directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and Company. The initial directors of the Surviving Company shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.
Appears in 1 contract
Directors. Subject to applicable Law, the The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation Company and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal, in each case in accordance with the certificate of incorporation and bylaws of the Surviving Company.
Appears in 1 contract
Samples: Merger Agreement (Arconic Corp)
Directors. Subject to applicable Law, the The directors of Merger Sub immediately prior to the Effective Time shall shall, at the Effective Time, be the initial directors of the Surviving Corporation and shall Entity, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Entity until their respective successors are such director’s successor is duly elected or appointed and qualified, or their earlier death, resignation or removal.
Appears in 1 contract
Directors. Subject to applicable Law, the directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and 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 charter and bylaws of the Surviving Corporation.
Appears in 1 contract
Samples: Merger Agreement (Saks Inc)
Directors. Subject to applicable Law, the The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall Company, each to hold office in accordance with the certificate of incorporation and bylaws, until their respective successors are duly elected or appointed and qualified, or their earlier death, resignation or removal.
Appears in 1 contract
Directors. Subject to applicable Law, the directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and 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 charter and bylaws of the Surviving Corporation.
Appears in 1 contract
Samples: Merger Agreement (Belk Inc)
Directors. Subject to applicable LawLaws, the directors of Merger Sub immediately prior to as of the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.
Appears in 1 contract
Samples: Merger Agreement (Respironics Inc)
Directors. Subject to applicable Law, the The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removalremoval in accordance with applicable law and the Surviving Corporation's articles of incorporation and bylaws.
Appears in 1 contract
