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

Officers and Directors of the Surviving Corporation. The Parties shall take all actions necessary so that (a) the directors of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors shall have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation, and (b) the officers of the Company immediately prior to the Effective Time shall, from and after the Effective Time, be the officers of the Surviving Corporation until their successors shall have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.

Appears in 5 contracts

Samples: Merger Agreement (Repros Therapeutics Inc.), Agreement and Plan of Merger (Allergan PLC), Agreement and Plan of Merger (Kythera Biopharmaceuticals Inc)

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Officers and Directors of the Surviving Corporation. The Parties shall take all actions necessary so that (a) the directors of Merger Sub immediately prior to at the Effective Time shall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors shall have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation, and (b) the officers of the Company immediately prior to Merger Sub at the Effective Time shall, from and after the Effective Time, be the officers of the Surviving Corporation until their successors shall have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.

Appears in 3 contracts

Samples: Merger Agreement (Allergan Inc), Merger Agreement (Warner Chilcott LTD), Merger Agreement (Actavis PLC)

Officers and Directors of the Surviving Corporation. The Parties shall take all actions necessary so that (a) the directors of Merger Sub immediately prior to the Effective Time shall, from From and after the Effective Time, the directors of Merger Sub at the Effective Time shall be the directors of the Surviving Corporation Corporation, each to hold office until their respective successors shall have been duly elected elected, designated or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation, and . (b) the officers of the Company immediately prior to the Effective Time shall, from From and after the Effective Time, the officers of Merger Sub at the Effective Time shall be the officers of the Surviving Corporation Corporation, until their respective successors shall have been are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.

Appears in 2 contracts

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

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Officers and Directors of the Surviving Corporation. The Parties shall take all actions necessary so that (a) the The directors of the Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, will be the directors of the Surviving Corporation Corporation, and they shall hold office until their respective successors shall have been are duly elected or appointed and or qualified or until their earlier death, resignation or removal in accordance with the certificate Certificate of incorporation Incorporation and bylaws By-laws as in effect from time to time of the Surviving Corporation, and . (b) the The officers of the Company immediately prior to the Effective Time shall, from and after the Effective Time, will be the officers of the Surviving Corporation Corporation, and they shall hold office until their respective successors shall have been are duly elected or appointed and or qualified or until their earlier death, resignation or removal in accordance with the certificate Certificate of incorporation Incorporation and bylaws By-laws as in effect from time to time of the Surviving Corporation.

Appears in 2 contracts

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

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