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: Merger Agreement (Dianon Systems Inc), Merger Agreement (Urocor Inc)

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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: Merger Agreement, Merger Agreement (WHITEWAVE FOODS Co)

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: Merger Agreement (Omnicare Inc), Merger Agreement (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 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: Merger Agreement (Analog Devices Inc), Merger Agreement (Linear Technology Corp /Ca/)

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: Merger Agreement (Intertrust Technologies Corp), Merger Agreement (Fidelio Acquisition Co LLC)

Officers and Directors of the Surviving Corporation. The officers and directors of Merger Sub immediately prior to the Effective Time shall be the initial officers and directors of the Surviving Corporation, and Corporation (holding the officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporationsame respective offices), each to hold such office or offices until his respective successor is duly elected or appointed and qualified in accordance with the certificate provisions of incorporation the Articles of Incorporation and by-laws Bylaws of the Surviving CorporationCorporation and applicable law, in each case or until their respective successors are duly elected and qualifiedhis earlier death, resignation or removal.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Metretek Technologies Inc)

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: Merger Agreement (Focus Affiliates Inc)

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: Merger Agreement (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: Merger Agreement (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: Merger Agreement (Webmethods 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 CorporationCorporation immediately after the Effective Time, 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 Certificate of incorporation Incorporation and byBy-laws Laws of the Surviving Corporation, in each case Corporation and until their respective successors are duly appointed or elected and qualifiedin accordance with applicable law.

Appears in 1 contract

Samples: Merger Agreement (Applied Digital Solutions 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 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: Merger Agreement (Si International Inc)

Officers and Directors of the Surviving Corporation. The officers and directors of Merger Sub immediately prior to the Effective Time shall be the directors initial officers and directors, respectively, of the Surviving Corporation, and Corporation (holding the officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporationsame respective offices), each to hold such office or offices until such person’s respective successor is duly elected or appointed and qualified in accordance with the certificate provisions of incorporation the Certificate of Incorporation and by-laws Bylaws of the Surviving CorporationCorporation and the DGCL, in each case or until their respective successors are duly elected and qualifiedsuch person’s earlier death, resignation or removal.

Appears in 1 contract

Samples: Merger Agreement (Powersecure International, 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: Merger Agreement (Inventure Foods, 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: Merger Agreement (Intermagnetics General Corp)

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