Common use of Managers and Officers Clause in Contracts

Managers and Officers. From and after the Effective Time, (a) the managers, if any, of Merger Sub immediately prior to the Effective Time shall be the managers of the Surviving Entity and (b) the officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Entity, in each case until their respective successors are duly elected or appointed and qualified in accordance with Law.

Appears in 2 contracts

Samples: Merger Agreement (Quality Care Properties, Inc.), Merger Agreement (Welltower Inc.)

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Managers and Officers. From and after the Effective Time, (a) until the managers, if any, earlier of Merger Sub immediately prior to the Effective Time shall be the managers of the Surviving Entity and (b) the officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Entity, in each case their resignation or removal or until their respective successors are duly elected or appointed and qualified in accordance with applicable Law, (a) the members of the board of managers of Merger Sub at the Effective Time shall be the members of the board of managers of the Surviving Company, and (b) the officers of Merger Sub at the Effective Time shall be the officers of the Surviving Company.

Appears in 2 contracts

Samples: Merger Agreement (American Tower Corp /Ma/), Merger Agreement (Spectrasite Inc)

Managers and Officers. From and after the Effective Time, (a) until successors are duly elected or appointed in accordance with applicable Law, the managers, if any, managers and officers of Merger Sub immediately prior to at the Effective Time shall be the managers and officers, as applicable, of the Surviving Entity and (b) the officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Entity, in each case until their respective successors are duly elected or appointed and qualified in accordance with LawCompany.

Appears in 2 contracts

Samples: Stock Purchase Agreement (AdaptHealth Corp.), Purchase Agreement (KMG Chemicals Inc)

Managers and Officers. From The managers and officers of Merger Sub, in each case, immediately prior to the Effective Time shall, from and after the Effective Time, (a) the managers, if any, of Merger Sub immediately prior to the Effective Time shall be the managers and officers, respectively, of the Surviving Entity and (b) the officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Entity, in each case Company until their respective successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with Lawthe operating agreement of the Surviving Company.

Appears in 2 contracts

Samples: Merger Agreement (Agrify Corp), Plan of Merger and Equity Purchase Agreement (Agrify Corp)

Managers and Officers. From and after At the Effective Time, (a) the managers, if any, managers and officers of Merger Sub serving in such capacity immediately prior to the Effective Time shall be become the managers and officers, respectively, of the Surviving Entity and (b) the officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving EntityCompany, in each case until their respective successors are duly elected or appointed and qualified as provided in accordance with Lawthe operating agreement of the Surviving Company.

Appears in 1 contract

Samples: Merger Agreement (Amedisys Inc)

Managers and Officers. From and after At the Effective Time, (a) the managers, if any, officers and directors of the Merger Sub immediately prior to the Effective Time shall be the managers of the Surviving Entity and (b) the officers of Merger Sub immediately prior to the Effective Time shall be the officers and directors of the Surviving EntityCompany, in each case until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified in accordance with Lawqualified, as the case may be.

Appears in 1 contract

Samples: Plan of Merger and Securities Purchase Agreement (Valens Company, Inc.)

Managers and Officers. From and after the Effective Time, until successors are duly elected or appointed in accordance with applicable Law (a) or their earlier resignation or removal), the managers, if any, directors and officers of the Merger Sub immediately prior to at the Effective Time shall be the sole managers of the Surviving Entity and (b) the officers of Merger Sub immediately prior to the Effective Time shall be the officers officers, respectively, of the Surviving Entity, in each case until their respective successors are duly elected or appointed and qualified in accordance with Law.

Appears in 1 contract

Samples: Merger Agreement (Hubbell Inc)

Managers and Officers. From Subject to Section 10.01 and Section 10.02, the managers and officers of Merger Sub, in each case, immediately prior to the Effective Time shall, from and after the Effective Time, (a) the managers, if any, of Merger Sub immediately prior to the Effective Time shall be the managers and officers, respectively, of the Surviving Entity and (b) the officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Entity, in each case Company until their respective successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with Lawthe Articles of Organization and Operating Agreement of the Surviving Company.

Appears in 1 contract

Samples: Merger Agreement (Mobiquity Technologies, Inc.)

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Managers and Officers. From Until duly removed or until successors are duly elected or appointed and after qualified, the Effective Time, (a) the managers, if any, managers of Merger Sub immediately prior to the Effective Time shall be become the managers of the Surviving Entity Company as of the Effective Time and (b) the officers of Merger Sub Company immediately prior to the Effective Time shall be the officers of the Surviving Entity, in each case until their respective successors are duly elected or appointed and qualified in accordance with LawCompany as of the Effective Time (except to the extent such officers have resigned as may be required herein).

Appears in 1 contract

Samples: Merger Agreement (Lawson Products Inc/New/De/)

Managers and Officers. From and after the Effective Time, until successors are duly elected or appointed in accordance with applicable Law (a) or their earlier resignation or removal), the managers, if any, directors and officers of the Merger Sub immediately prior to at the Effective Time shall be the managers of the Surviving Entity and (b) the officers of Merger Sub immediately prior to the Effective Time shall be the officers officers, as applicable, of the Surviving Entity, in each case until their respective successors are duly elected or appointed and qualified in accordance with Law.

Appears in 1 contract

Samples: Merger Agreement (Grand Canyon Education, Inc.)

Managers and Officers. From At and after as of the Effective Time, (a) the managers, if any, managers and officers of the Merger Sub immediately prior to the Effective Time shall be the managers and officers of the Surviving Entity and (b) the officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Entity, serve in each case such capacities until their respective successors are duly elected or appointed and qualified in accordance with Lawqualified.

Appears in 1 contract

Samples: Merger Agreement (Dolphin Entertainment, Inc.)

Managers and Officers. From and after the Effective Time, until successors are duly elected or appointed in accordance with applicable Law (a) or their earlier resignation or removal), the managers, if any, managers and officers of Merger Sub immediately prior to at the Effective Time shall be the managers and officers, as applicable, of the Surviving Entity and (b) the officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Entity, in each case until their respective successors are duly elected or appointed and qualified in accordance with LawCompany.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cognizant Technology Solutions Corp)

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