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

Officers and Directors of the Surviving Corporation. The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and by-laws of the Surviving Corporation, in each case until their respective successors are duly elected and qualified.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Dianon Systems Inc), Agreement and Plan of Merger (Urocor Inc)

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Officers and Directors of the Surviving Corporation. The officers and directors of Merger Sub immediately prior to the Effective Time shall be the officers and directors of the Surviving Corporation, and the officers of Merger Sub Corporation immediately prior to after the Effective Time and shall be the officers of the Surviving Corporation, each to hold office until their successors are duly appointed or elected in accordance with the certificate of incorporation and by-laws of the Surviving Corporation, in each case until their respective successors are duly elected and qualifiedApplicable Laws.

Appears in 2 contracts

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

Officers and Directors of the Surviving Corporation. The Subject to applicable Law, the directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving CorporationCorporation and shall hold office until their respective successors are duly elected and qualified, and the or their earlier death, resignation or removal. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to Corporation and shall hold office in accordance with the certificate of incorporation and by-laws of the Surviving Corporation, in each case until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.

Appears in 2 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (WHITEWAVE FOODS Co)

Officers and Directors of the Surviving Corporation. The (a) From and after the Effective Time, the directors of Merger Sub immediately prior to at the Effective Time shall be the directors of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, each to hold office until their respective successors shall have been duly elected, designated or qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws bylaws of the Surviving Corporation, in each case until their respective successors are duly elected and qualified.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Kindred Biosciences, Inc.), Agreement and Plan of Merger (Elanco Animal Health Inc)

Officers and Directors of the Surviving Corporation. (a) The directors of the Merger Sub immediately prior to the Effective Time shall will be the directors of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time they shall be the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and by-laws of the Surviving Corporation, in each case until their respective successors are duly elected or appointed or qualified or until their earlier death, resignation or removal in accordance with the Certificate of Incorporation and qualifiedBy-laws as in effect from time to time of the Surviving Corporation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Three Cities Fund Ii Lp), Agreement and Plan of Merger (Three Cities Fund Ii Lp)

Officers and Directors of the Surviving Corporation. The officers and directors of Merger Sub immediately prior to the Effective Time shall be the officers and directors of the Surviving Corporation, and the officers of Merger Sub Corporation immediately prior to after the Effective Time and shall be the officers of the Surviving Corporation, each to hold office until their successors are duly appointed or elected in accordance with the certificate of incorporation and by-laws of the Surviving Corporation, in each case until their respective successors are duly elected and qualifiedapplicable law.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Fidelio Acquisition Co LLC), Agreement and Plan of Merger (Intertrust Technologies Corp)

Officers and Directors of the Surviving Corporation. The Subject to applicable Law, the directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving CorporationCorporation and shall hold office until their respective successors are duly elected and qualified, and the or their earlier death, resignation or removal. The officers of Merger Sub the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to and shall hold office in accordance with the certificate of incorporation and by-laws of the Surviving Corporation, in each case until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Analog Devices Inc), Agreement and Plan of Merger (Linear Technology Corp /Ca/)

Officers and Directors of the Surviving Corporation. The As of the Effective Time, the then current directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, and in each case to serve until their respective successors are elected or appointed in accordance with the Bylaws of the Surviving Corporation. As of the Effective Time, the then current officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and by-laws of the Surviving Corporation, serve in each case until their respective successors are duly elected and qualifiedappointed in accordance with the Bylaws of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Focus Affiliates Inc)

Officers and Directors of the Surviving Corporation. The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Company at the Effective Time shall shall, from and after the Effective Time, be the officers directors and officers, respectively, of the Surviving CorporationCorporation until their successors have been duly elected or appointed and qualified or until their earlier death, each to hold office resignation or removal in accordance with the certificate of incorporation Certificate and byBy-laws of the Surviving Corporation, in each case until their respective successors are duly elected and qualifiedLaws.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Intermagnetics General Corp)

Officers and Directors of the Surviving Corporation. The At the Effective Time (i) the directors of Merger Sub immediately prior to the Effective Time shall be become the directors of the Surviving Corporation, and (ii) the officers of Merger Sub the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and by-laws of the Surviving Corporation, in each case until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualifiedqualified in accordance with and subject to Applicable Law and the certificate of incorporation and bylaws of the Surviving Corporation.

Appears in 1 contract

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

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Officers and Directors of the Surviving Corporation. The directors Subject to applicable Law, the managers of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving CorporationCorporation and shall hold office until their respective successors are duly elected and qualified, and the or their earlier death, resignation or removal. The officers of Merger Sub the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to Corporation and shall hold office in accordance with the certificate of incorporation and by-laws of the Surviving Corporation, in each case 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 (Heska Corp)

Officers and Directors of the Surviving Corporation. The Subject to applicable Law, the directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving CorporationCorporation and shall hold office until their respective successors are duly elected and qualified, and the or their earlier death, resignation or removal. The officers of Merger Sub the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to Corporation and shall hold office in accordance with the certificate of incorporation and by-laws of the Surviving Corporation, in each case 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 (Vca Inc)

Officers and Directors of the Surviving Corporation. The At the Effective Time (i) the directors of Merger Sub immediately prior to the Effective Time shall be continue as the directors of the Surviving Corporation, and (ii) the officers of Merger Sub immediately the Company shall be the individuals and shall hold the respective offices designated in writing by Parent to the Company prior to the Effective Time shall be the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and by-laws of the Surviving CorporationTime, in each case until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualifiedqualified in accordance with and subject to Applicable Law and the Certificate of Incorporation and Bylaws of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Webmethods Inc)

Officers and Directors of the Surviving Corporation. The officers and the directors of Merger Sub immediately prior to at the Effective Time shall shall, from and after the Effective Time, be the directors officers and directors, respectively, of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time until their successors shall be the officers of the Surviving Corporationhave been elected or appointed or until their earlier death, each to hold office resignation or removal, in accordance with the certificate of incorporation and by-laws bylaws of the Surviving Corporation, in each case until their respective successors are duly elected Corporation and qualifiedthe Xxxxx Employment Agreement (defined below).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Platinum Energy Resources Inc)

Officers and Directors of the Surviving Corporation. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving CorporationCorporation and shall hold office until their respective successors are duly elected and qualified, and the or their earlier death, resignation or removal. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to Corporation and shall hold office in accordance with the certificate of incorporation and by-laws of the Surviving Corporation, in each case 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 (Inventure Foods, Inc.)

Officers and Directors of the Surviving Corporation. (a) The directors of Merger Sub immediately prior to at the Effective Time of the Merger shall be the directors of the Surviving Corporation, Corporation and the officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, each to hold office in accordance with until the certificate earlier of incorporation and by-laws of the Surviving Corporation, in each case their resignation or removal or until their respective successors are duly elected and qualified.

Appears in 1 contract

Samples: Escrow Agreement (Quanex Corp)

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