Common use of Officers of the Surviving Corporation Clause in Contracts

Officers of the Surviving Corporation. The Parties shall take all actions necessary so that the officers of the Company at the Effective Time shall, from and after the Effective Time, be the officers 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 DGCL, the Charter and the Bylaws.

Appears in 6 contracts

Samples: Merger Agreement (Sharecare, Inc.), Merger Agreement (Eargo, Inc.), Merger Agreement (Convey Health Solutions Holdings, Inc.)

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Officers of the Surviving Corporation. The Parties shall take all actions necessary so that the officers of the Company at individuals designated in writing by Parent prior to the Effective Time shall, from and after the Effective Time, be the officers of the Surviving Corporation Corporation, each to hold office until their successors have his or her successor has been duly elected or appointed and qualified or until their his or her earlier death, resignation or removal in accordance with pursuant to the DGCLCharter, the Charter and the BylawsBylaws or applicable Law.

Appears in 3 contracts

Samples: Merger Agreement, Merger Agreement (LHC Group, Inc), Merger Agreement (Change Healthcare Inc.)

Officers of the Surviving Corporation. The Parties shall take all actions necessary so that the officers of the Company at the Effective Time shall, from and after the Effective Time, be the officers 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 DGCL, the Charter and the Bylaws.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Majesco), Merger Agreement (Majesco), Merger Agreement (Verifone Systems, Inc.)

Officers of the Surviving Corporation. The Parties parties hereto shall take all actions necessary so that the officers of the Company at the Effective Time shall, from and after the Effective Time, be the officers 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 DGCL, the Charter and the Bylaws.

Appears in 3 contracts

Samples: Merger Agreement, Merger Agreement (Monsanto Co /New/), Merger Agreement

Officers of the Surviving Corporation. The Parties shall take all actions necessary so that the officers of the Company at as of immediately prior to the Effective Time shall, from and after the Effective Time, be the officers 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 DGCL, the Charter and the Bylaws.

Appears in 3 contracts

Samples: Merger Agreement (Destination Maternity Corp), Merger Agreement (Spectra Energy Corp.), Merger Agreement

Officers of the Surviving Corporation. The Parties parties hereto shall take all actions necessary so that the officers of the Company at the Effective Time shall, from and after the Effective Time, be the officers 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 DGCLTBOC, the Charter and the Bylaws.

Appears in 3 contracts

Samples: Merger Agreement, Merger Agreement (Amazon Com Inc), Merger Agreement (Whole Foods Market Inc)

Officers of the Surviving Corporation. The Parties shall take all actions necessary so that the officers of the Company 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 elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the DGCL, the Charter and the Bylaws.

Appears in 2 contracts

Samples: Merger Agreement (At&t Inc.), Merger Agreement (Discovery, Inc.)

Officers of the Surviving Corporation. The Parties parties hereto shall take all actions necessary so that the officers of the Company at the Effective Time shall, from and after the Effective Time, be the officers 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 DGCL, the Charter Articles and the Bylaws.

Appears in 2 contracts

Samples: Merger Agreement (Unified Grocers, Inc.), Merger Agreement (Supervalu Inc)

Officers of the Surviving Corporation. The Parties shall take all actions necessary so that the officers of the Company at immediately prior to the Effective Time shall, from and after the Effective Time, be the officers 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 DGCL, the Charter and the Bylaws.

Appears in 2 contracts

Samples: Merger Agreement (Arc Document Solutions, Inc.), Merger Agreement (AgroFresh Solutions, Inc.)

Officers of the Surviving Corporation. The Parties parties hereto shall take all actions necessary so that the officers of individuals designated in writing by the Company at Parent prior to the Effective Time shall, from and after the Effective Time, be the officers 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 DGCL, the Charter and the BylawsBylaws and applicable Law.

Appears in 2 contracts

Samples: Merger Agreement (Pcm, Inc.), Merger Agreement (Insight Enterprises Inc)

Officers of the Surviving Corporation. The Parties parties hereto shall take all actions necessary so that the officers of the Company at immediately prior to the Effective Time shall, from and after the Effective Time, be the officers of the Surviving Corporation to hold office until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the DGCL, the Charter Certificate of Incorporation and the Bylaws.

Appears in 1 contract

Samples: Merger Agreement (Agiliti, Inc. \De)

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Officers of the Surviving Corporation. The Parties shall take all actions necessary so that the officers of the Company at Xxxxxx Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the officers 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 DGCL, the Charter Certificate of Incorporation and the Bylaws.

Appears in 1 contract

Samples: Merger Agreement (Metacrine, Inc.)

Officers of the Surviving Corporation. The Parties shall take all actions necessary so that the officers of the Company at the Effective Time Surviving Corporation shall, from and after the Effective Time, be the individuals that are officers of the Company immediately prior to the Effective Time until the board of directors of the Surviving Corporation until their or Parent decide otherwise or its successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the DGCL, the Charter Articles of Association and the BylawsMemorandum of Association.

Appears in 1 contract

Samples: Merger Agreement (Leonardo DRS, Inc.)

Officers of the Surviving Corporation. The Parties parties hereto shall take all actions necessary so that the officers of the Company at the Effective Time shall, from and after the Effective Time, be the officers 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 DGCL, the Charter and the Bylaws.

Appears in 1 contract

Samples: Merger Agreement (General Cable Corp /De/)

Officers of the Surviving Corporation. The Parties parties hereto shall take all actions necessary so that the officers of the Company at immediately prior to the Effective Time shall, from and after the Effective Time, be the officers 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 DGCL, the Charter Certificate of Incorporation and the Bylaws.

Appears in 1 contract

Samples: Merger Agreement (Athenahealth Inc)

Officers of the Surviving Corporation. The Parties shall parties will take all actions necessary so that the officers of the Company at as of immediately prior to the Effective Time shallwill, from and after the Effective Time, be the officers of the Surviving Corporation until their respective successors have been duly elected or appointed and qualified or until their earlier death, resignation resignation, or removal in accordance with the DGCLMGCL, the Charter Charter, and the Bylaws.

Appears in 1 contract

Samples: Merger Agreement (Forest City Realty Trust, Inc.)

Officers of the Surviving Corporation. The Parties shall take all actions necessary so that the officers of the Company at the Effective Time Surviving Corporation shall, from and after the Effective Time, be the individuals that are officers of the Company immediately prior to the Effective Time until the board of directors of the Surviving Corporation until their or Parent decide otherwise or its successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the DGCL, the Charter Articles of Association and the Bylaws.Memorandum of Association. ARTICLE II MERGER CONSIDERATION; EFFECT OF THE MERGER ON CAPITAL STOCK

Appears in 1 contract

Samples: Merger Agreement (Rada Electronic Industries LTD)

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