Common use of Officers and Directors of Surviving Corporation Clause in Contracts

Officers and Directors of Surviving Corporation. The officers of the Company as of the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or otherwise ceasing to be an officer or until their respective successors are duly elected and qualified, as the case may be. The directors of Sub as of the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or otherwise ceasing to be a director or until their respective successors are duly elected and qualified, as the case may be.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Nortel Networks Corp), Agreement and Plan of Merger (Periphonics Corp), Agreement and Plan of Merger (Clarify Inc)

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Officers and Directors of Surviving Corporation. The officers of the Company as of the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or otherwise ceasing to be an officer or until their respective successors are duly elected and qualified, as the case may be. The directors of Merger Sub as of the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or otherwise ceasing to be a director or until their respective successors are duly elected and qualified, as the case may be.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Nine West Group Inc /De), Agreement and Plan of Merger (Jones Apparel Group Inc), Agreement and Plan of Merger (Safeway Inc)

Officers and Directors of Surviving Corporation. The officers of the Company as of the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or otherwise ceasing to be an officer or until their respective successors are duly elected and qualified, as the case may be. The directors of Merger Sub as of the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or otherwise ceasing to be a director or until their respective successors are duly elected and qualified, as the case may be.

Appears in 4 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Great Lakes Dredge & Dock Corp), Agreement and Plan of Merger (Airxcel Inc)

Officers and Directors of Surviving Corporation. The officers of the Company as of immediately prior to the Effective Time shall be be, from and after the Effective Time, the officers of the Surviving Corporation, until the earlier of their resignation or removal or otherwise ceasing to be an officer or until their respective successors are duly elected and qualified, as the case may beofficer. The directors of Merger Sub as of immediately prior to the Effective Time shall be be, from and after the Effective Time, the directors of the Surviving Corporation Corporation, until the earlier of their resignation or removal or otherwise ceasing to be a director or until their respective successors are duly elected and qualified, as the case may be.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Mg Waldbaum Co), Agreement and Plan of Merger (Mg Waldbaum Co), Agreement and Plan of Merger (Michael Foods Inc /Mn)

Officers and Directors of Surviving Corporation. The officers of the Company as of the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or otherwise ceasing to be an officer or until their respective successors are duly elected and qualified, as the case may be. The directors of the Merger Sub as of the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or otherwise ceasing to be a director or until their respective successors are duly elected and qualified, as the case may be.

Appears in 3 contracts

Samples: Agreement and Plan of Merger 2 Agreement (Schulman Robert I), Agreement and Plan of Merger (Massachusetts Mutual Life Insurance Co), Agreement and Plan of Merger (Tremont Advisers Inc)

Officers and Directors of Surviving Corporation. The officers of ----------------------------------------------- the Company as of the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or otherwise ceasing to be an officer or until their respective successors are duly elected and qualified, as the case may be. The directors of Merger Sub as of the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or otherwise ceasing to be a director or until their respective successors are duly elected and qualified, as the case may be.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Triangle Pacific Corp), Agreement and Plan of Merger (Armstrong World Industries Inc), Agreement and Plan of Merger (Armstrong World Industries Inc)

Officers and Directors of Surviving Corporation. The From and after the Effective Time, the directors of the Surviving Corporation shall be as set forth in the Disclosure Schedule, and the officers of the Company as of at the Effective Time shall be the officers of the Surviving Corporation, until the their successors have been duly elected or appointed and qualified or until their earlier of their death, resignation or removal or otherwise ceasing to be an officer or until their respective successors are duly elected and qualified, as the case may be. The directors of Sub as of the Effective Time shall be the directors of in accordance with the Surviving Corporation until the earlier Corporation's Certificate of their resignation or removal or otherwise ceasing to be a director or until their respective successors are duly elected Incorporation and qualified, as the case may beBylaws.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Green Equity Investors Iii Lp), Agreement and Plan of Merger (Veterinary Centers of America Inc)

Officers and Directors of Surviving Corporation. The officers of the Company Agouron as of the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or otherwise ceasing to be an officer or until their respective successors are duly elected and qualified, as the case may be. The directors of Sub the Surviving Corporation as of the Effective Time shall be the as provided in Exhibit 1.7, which individuals will serve as directors of the Surviving Corporation until the earlier of their resignation or removal or otherwise ceasing to be a director or until their respective successors are duly elected and qualified, as the case may be.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Warner Lambert Co), Agreement and Plan of Merger (Agouron Pharmaceuticals Inc)

Officers and Directors of Surviving Corporation. The officers of the Company as of the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their death, resignation or removal or otherwise ceasing to be an officer or until their respective successors are duly elected and qualified, as the case may be. The directors of Merger Sub as of the Effective Time shall be the serve as directors of the Surviving Corporation until the earlier of their death, resignation or removal or otherwise ceasing to be a director or until their respective successors are duly elected and qualified, as the case may be.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Trigon Healthcare Inc), Agreement and Plan of Merger (Anthem Inc)

Officers and Directors of Surviving Corporation. The officers of the Company as of the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or otherwise ceasing to be an officer or until their respective successors are duly elected and qualified, as the case may be. The directors of Sub Purchaser as of the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or otherwise ceasing to be a director or until their respective successors are duly elected and qualified, as the case may be.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Synavant Inc), Agreement and Plan of Merger (Synavant Inc)

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Officers and Directors of Surviving Corporation. The officers of the Company as of the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or otherwise ceasing to be an officer or until their respective successors are duly elected and qualified, as the case may be. The directors of the Company immediately prior to the Effective Time shall submit their resignations to be effective as of the Effective Time. The directors of Merger Sub as of the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or otherwise ceasing to be a director or until their respective successors are duly elected and qualified, as the case may be.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Lehman Brothers Holdings Inc), Agreement and Plan of Merger (Neuberger Berman Inc)

Officers and Directors of Surviving Corporation. The officers of the Company as of the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or otherwise ceasing to be an officer or until their respective successors are duly elected and qualified, as the case may be. The directors of Sub Purchaser as of the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or otherwise ceasing to be a director or until their respective successors are duly elected and qualified, as the case may be.. ARTICLE IV

Appears in 1 contract

Samples: Agreement and Plan of Merger (Dendrite International Inc)

Officers and Directors of Surviving Corporation. The officers of the Company as of immediately prior to the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their death, resignation or removal or otherwise ceasing to be an officer or until their respective successors are duly elected or appointed and qualified, as the case may be. The parties hereto shall take all requisite action so that the directors of Merger Sub as of immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the earlier of their death, resignation or removal or otherwise ceasing to be a director or until their respective successors are duly elected and qualified, as the case may be.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Fastentech Inc)

Officers and Directors of Surviving Corporation. The officers of the Company as of the Effective Time shall be the officers of the Surviving Corporation, Corporation until the earlier of their resignation or removal from office or their otherwise ceasing to be an officer officers or until their respective successors are duly elected and qualified, as the case may be. The directors of Sub Buyer as of the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal from office or their otherwise ceasing to be a director directors or until their respective successors are duly elected and qualified, as the case may be.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Kroll O Gara Co)

Officers and Directors of Surviving Corporation. The officers of the Company as of the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or otherwise ceasing to be an officer or until their respective successors are duly elected and qualified, as the case may be. The directors of Sub Transition as of the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or otherwise ceasing to be a director or until their respective successors are duly elected and qualified, as the case may be.the

Appears in 1 contract

Samples: Agreement and Plan (Antec Corp)

Officers and Directors of Surviving Corporation. The officers of the Company as of the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or otherwise ceasing to be an officer or until their respective successors are duly elected and qualified, as the case may be. The directors of Sub Buyer as of the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or otherwise ceasing to be a director or until their respective successors are duly elected and qualified, as the case may be.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Kroll O Gara Co)

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