Common use of Officers and Directors Clause in Contracts

Officers and Directors. The directors of Merger Sub and the ---------------------- officers of the Company at the Effective Time shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation's Certificate of Incorporation and By-Laws.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Gateway 2000 Inc), Agreement and Plan of Merger (Gateway 2000 Inc), Agreement and Plan of Merger (Advanced Logic Research Inc)

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Officers and Directors. The directors of Merger Sub and the ---------------------- officers of the Company at the Effective Time shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Articles and the Surviving Corporation's Certificate of Incorporation and By-Lawsregulations.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (International Technology Corp), Agreement and Plan of Merger (Ohm Corp), Agreement and Plan of Merger (Ohm Corp)

Officers and Directors. The directors and officers of Merger Sub and the ---------------------- officers of the Company at the Effective Time shall, from and after the Effective Time, be continue as the directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation's Certificate of Incorporation and By-Lawsbylaws.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Pearson Merger Co Inc), Agreement and Plan of Merger (All American Communications Inc)

Officers and Directors. The directors of Merger Sub and the ---------------------- officers of the Company Sub at the Acquisition Effective Time shall, from and after the Acquisition Effective Time, be continue as the directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation's Certificate of Incorporation and By-LawsBylaws.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Vdi Multimedia), Agreement and Plan of Merger (VMM Merger Corp)

Officers and Directors. The directors As of Merger Sub and the ---------------------- officers of the Company at the Effective Time shall, from and after the Effective Time, be the officers and directors of the Merger Subsidiary shall become the officers and officers, respectively, directors of the Surviving Corporation and shall serve as such until the expiration of their successors have been duly elected term of office or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation's Certificate of Incorporation and By-Lawsremoval.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Boulder Specialty Brands, Inc.), Agreement and Plan of Merger (Xstream Beverage Network, Inc.)

Officers and Directors. The directors of Merger Sub and the ---------------------- officers of the Company at the Effective Time shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation's Certificate certificate of Incorporation incorporation and By-Lawsbylaws.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Unimed Pharmaceuticals Inc), Agreement and Plan of Merger (Solvay S a /Adr/)

Officers and Directors. The directors of Merger Sub and the ---------------------- officers of the Company at the Effective Time shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation's Certificate of Incorporation and By-LawsBylaws.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Nellcor Puritan Bennett Inc), Agreement and Plan of Merger (Mallinckrodt Inc /Mo)

Officers and Directors. The directors of Merger Sub and the ---------------------- officers of the Company at the Effective Time shall, from At and after the Effective Time, the officers and directors of Merger Sub shall be the officers and directors and officers, respectively, of the Surviving Corporation Entity until their respective successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation's Certificate Entity’s articles of Incorporation incorporation, bylaws and By-Lawsthe Corporations Act.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Energy Fuels Inc), Agreement and Plan of Merger (Uranerz Energy Corp.)

Officers and Directors. The directors of Merger Sub and the ---------------------- officers of the Company at the Effective Time shall, from From and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until their successors have been are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with applicable Law, (i) the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of Merger Sub shall be the officers of the Surviving Corporation's Certificate of Incorporation and By-Laws.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Sykes Enterprises Inc), Agreement and Plan of Merger (Ict Group Inc)

Officers and Directors. The directors of Merger Sub and the ---------------------- officers of the Company at the Effective Time shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation's Certificate of Incorporation and By-Laws.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Koninklijke Philips Electronics Nv), Agreement and Plan of Merger (Wearnes Technology Pte LTD)

Officers and Directors. The directors and officers of Merger Sub and the ---------------------- officers of the Company at the Effective Time shall, from and after the Effective Time, be shall become the directors and officers, respectively, officers of the Surviving Corporation until at and as of the Effective Time (retaining their successors have been duly elected or appointed respective positions and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation's Certificate terms of Incorporation and By-Lawsoffice).

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Atrix Laboratories Inc)

Officers and Directors. The directors of Merger Sub and the ---------------------- officers of the Company at the Effective Time shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation's Certificate of Incorporation and By-LawsBylaws.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Theratx Inc /De/)

Officers and Directors. The directors and officers of Merger Sub and the ---------------------- officers of the Company at immediately prior to the Effective Time shallwill, from and after the Effective Time, be continue as the directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the articles of association of the Surviving Corporation's Certificate . The names and addresses of Incorporation and By-Laws.the directors of the Surviving Corporation are set forth on Exhibit B.

Appears in 1 contract

Samples: Merger Agreement (Ii-Vi Inc)

Officers and Directors. The directors and officers of Merger Sub and the ---------------------- officers of the Company at the Effective Time shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation's Certificate of Incorporation and By-LawsLaws and the DGCL.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ski LTD)

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Officers and Directors. The officers and directors of Merger Sub and the ---------------------- officers of the Company at the Effective Time shall, from and after the Effective Time, shall be the officers and directors and officers, respectively, of the Surviving Corporation following the Merger and until the earlier of their death, resignation or removal or until their respective successors have been are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation's Certificate of Incorporation and By-Lawsqualified.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Littlejohn Fund Ii L P)

Officers and Directors. The directors and officers of Merger Sub and the ---------------------- officers of the Company at immediately prior to the Effective Time shall, from and after the Effective Time, be continue as the directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation's Certificate of Incorporation Charter and By-Lawsthe Bylaws.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Nationsrent Companies Inc)

Officers and Directors. The directors of Merger Merger-Sub and the ---------------------- officers of the Company at the Effective Time shallTime, from and after the Effective Time, shall be the directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation, or removal in accordance with the Surviving Corporation's Articles of Incorporation and By-Laws. The officers of Merger-Sub at the Effective Time shall, from and after the Effective Time, be the officers of the Surviving Corporation until their successors have been duly appointed or until their earlier death, resignation or removal in accordance with the Surviving Corporation's Certificate of Incorporation and By-LawsBylaws.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Bargo Energy Co)

Officers and Directors. The directors and officers of Merger Sub and the ---------------------- officers of the Company at the Effective Time shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation's Certificate of Incorporation and By-Laws.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Republic New York Corp)

Officers and Directors. The directors of Merger Sub and the ---------------------- officers of the Company at the Effective Time shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation's Certificate Articles of Incorporation and By-Laws.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Philips Electronics N V)

Officers and Directors. The directors of Merger Sub and the ---------------------- officers of the Company at the Effective Time shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation's Certificate Corporations Articles of Incorporation and By-Laws.

Appears in 1 contract

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

Officers and Directors. The directors of Merger Sub and the ---------------------- officers of the Company at the Effective Time shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation's Certificate Articles of Incorporation and By-LawsBylaws.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Koninklijke Philips Electronics Nv)

Officers and Directors. The directors of Merger Sub and the ---------------------- officers of the Company at immediately prior to the Effective Time shallwill, from and after the Effective Time, be continue as the directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Charter and the Bylaws of the Surviving Corporation's Certificate of Incorporation and By-Laws.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Quest Diagnostics Inc)

Officers and Directors. The directors and officers of Merger Sub and the ---------------------- officers of the Company at the Effective Time shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation's Certificate of Incorporation and By-LawsBylaws.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cross Continent Auto Retailers Inc M&l)

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