Officers. The officers of the Company at the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until such officer's successor is duly elected or appointed and qualified.
Appears in 12 contracts
Samples: Agreement and Plan of Merger (Nichols Research Corp /Al/), Plan and Agreement of Merger (Royal Bank of Canada), Plan and Agreement of Merger (Prism Acquisition Subsidiary Inc)
Officers. The At the Effective Time, the officers of the Company at immediately prior to the Effective Time shall be become the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until such officer's successor is their respective successors are duly elected or appointed and qualifiedappointed.
Appears in 10 contracts
Samples: Agreement and Plan of Merger (Rouse Properties, Inc.), Agreement and Plan of Merger (Brookfield Asset Management Inc.), Agreement and Plan of Merger (Keurig Green Mountain, Inc.)
Officers. The officers of the Company Acquisition at the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws bylaws of the Surviving Corporation until such officer's successor is duly elected or appointed and qualified.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Intel Corp), Agreement and Plan of Merger (Cadence Design Systems Inc), Agreement and Plan of Merger (Coachmen Industries Inc)
Officers. The officers of the Company at At the Effective Time shall be Time, the initial officers of the Surviving CorporationCorporation will be officers of the Company as of immediately prior to the Effective Time, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until such officer's successor is their respective successors are duly elected appointed, or appointed and qualifieduntil their earlier death, resignation or removal.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Everbridge, Inc.), Agreement and Plan of Merger (Everbridge, Inc.), Agreement and Plan of Merger (Transphorm, Inc.)
Officers. The officers of the Company at the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws of the Surviving Corporation until such officer's successor is duly elected or appointed and qualified.
Appears in 6 contracts
Samples: Merger Agreement (Chesapeake Biological Laboratories Inc), Agreement and Plan of Merger (Dave & Busters Inc), Agreement and Plan of Merger (Sierra on Line Inc)
Officers. The At the Effective Time, the officers of the Company at immediately prior to the Effective Time shall be become the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until such officer's successor is duly elected or appointed and qualifiedany resolutions of the board of directors of the Surviving Corporation.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Skullcandy, Inc.), Agreement and Plan of Merger (Mill Road Capital II, L.P.), Agreement and Plan of Merger (Mill Road Capital II, L.P.)
Officers. The officers of the Company at At the Effective Time shall be Time, the initial officers of the Surviving CorporationCorporation will be the officers of the Company as of immediately prior to the Effective Time, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until such officer's successor is their respective successors are duly elected or appointed and qualifiedappointed.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (New Relic, Inc.), Agreement and Plan of Merger (Cloudera, Inc.), Agreement and Plan of Merger (RealPage, Inc.)
Officers. The officers of the Company at At the Effective Time shall be Time, the initial officers of the Surviving CorporationCorporation shall be the officers of the Company immediately prior to the Effective Time, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until such officer's successor is their respective successors are duly elected or appointed and qualifiedappointed.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Imperva Inc), Agreement and Plan of Merger (Barracuda Networks Inc), Agreement and Plan of Merger (Gigamon Inc.)
Officers. The officers of the Company at the Effective Time shall be the initial officers of the Surviving Corporation, each to Corporation and shall hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until such officer's successor is their successors are duly elected or appointed and qualifiedqualified or until their earlier death, resignation or removal.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Sungard Capital Corp Ii), Agreement and Plan of Merger (GL Trade Overseas, Inc.), Agreement and Plan of Merger (Epicor Software Corp)
Officers. The officers of the Company at the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until such officer's successor is their successors are duly elected or appointed and qualifiedqualified or until their earlier death, resignation or removal.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Comverse Technology Inc/Ny/), Defined Terms (Unisource Worldwide Inc), Defined Terms (Georgia Pacific Corp)
Officers. The officers of the Company at the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation Restated Articles and the Bylaws of the Surviving Corporation until each such officer's successor is duly elected or appointed and qualified.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Citigroup Inc), Agreement and Plan of Merger (Cameron Ashley Building Products Inc), Agreement and Plan of Merger (CBP Holdings Inc)
Officers. The officers of the Company Acquisition at the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws of the Surviving Corporation until such officer's successor is duly elected or appointed and qualified.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Hi Holdings Inc), Agreement and Plan of Merger (Haskel International Inc), Agreement and Plan of Merger (Quidel Corp /De/)
Officers. The officers of the Company at the Effective Time shall will be the initial officers of the Surviving Corporation, each to Corporation and will hold office in accordance with from the Certificate of Incorporation and Bylaws of the Surviving Corporation Effective Time until such officer's successor is their respective successors are duly elected or appointed and qualifiedqualified in the manner provided in the certificate of incorporation and bylaws of the Surviving Corporation or as otherwise provided by law.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Newport News Shipbuilding Inc), Agreement and Plan of Merger (Northrop Grumman Corp /De/), Agreement and Plan of Merger (Newport News Shipbuilding Inc)
Officers. The officers of the Company Acquisition at the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation charter and Bylaws of the Surviving Corporation until such officer's successor is duly elected or appointed and qualified.
Appears in 4 contracts
Samples: Merger Agreement (Ion Beam Applications S A), Merger Agreement (Ion Beam Applications S A), Merger Agreement (Sterigenics International Inc)
Officers. The officers of the Company at the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws bylaws of the Surviving Corporation until such officer's successor is duly elected or appointed and qualified.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Intervest Corporation of New York), Agreement and Plan of Merger (Racing Champions Corp), Agreement and Plan of Merger (Msas Acquisition Corp)
Officers. The officers of the Company at immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate articles of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until such officer's successor is duly elected or appointed and qualified.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Quality Dining Inc), Agreement and Plan of Merger (Quality Dining Inc), Agreement and Plan of Merger (Maxxim Medical Inc)
Officers. The officers of the Company at immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until such officer's successor is duly elected or appointed and qualified.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Savia Sa De Cv), Agreement and Plan of Merger (Seminis Inc), Agreement and Plan of Merger (Seminis Inc)
Officers. The officers of the Company at the Effective Time Surviving Corporation shall initially be the initial officers of the Surviving CorporationCompany as of immediately prior to Closing, each to hold office in accordance with the Certificate certificates of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation and until such officer's his or her successor is duly elected or appointed and qualified.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Majesco), Agreement and Plan of Merger (Majesco), Agreement and Plan of Merger (InsPro Technologies Corp)
Officers. The officers of the Company Acquisition at the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until such officer's successor is duly elected or appointed and qualified.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Titan Corp), Agreement and Plan of Merger (Gti Corp), Agreement and Plan of Merger (Technitrol Inc)
Officers. The officers of the Company Acquisition at the Effective -------- Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws bylaws of the Surviving Corporation until such officer's successor is duly elected or appointed and qualified.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Quickturn Design Systems Inc), Stock Option Agreement (Quickturn Design Systems Inc), Agreement and Plan of Merger (Quickturn Design Systems Inc)
Officers. The officers of the Company Acquisition at the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until such officer's successor is duly elected or appointed and qualified.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Computer Sciences Corp), Agreement and Plan of Merger (Safeway Inc), Agreement and Plan of Merger (Carr Gottstein Foods Co)
Officers. The officers of the Company at the Effective Time Time, and any additional individuals designated by Parent, shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws of the Surviving Corporation and until such officer's his or her successor is duly elected or appointed and qualified.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Dow Chemical Co /De/), Agreement and Plan of Merger (Techforce Corp), Agreement and Plan of Merger (Mycogen Corp)
Officers. The officers of the Company at as of the Effective Time shall will be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until such officer's successor is duly elected or appointed and qualified.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (International Paper Co /New/), Agreement and Plan of Merger (Shorewood Packaging Corp), Agreement and Plan of Merger (International Paper Co /New/)
Officers. The officers of the Company at At the Effective Time shall be Time, the initial officers of the Surviving CorporationCorporation shall be the officers of the Company immediately prior to the Effective Time, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until such officer's his or her respective successor is duly elected or appointed and qualifiedappointed.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (SCSF Equities, LLC), Agreement and Plan of Merger (Kellwood Co), Agreement and Plan of Merger (Kellwood Co)
Officers. The officers of the Company at the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate articles of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until such officer's successor is their successors are duly elected or appointed and qualifiedqualified or until their earlier death, resignation or removal.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Westfield Holdings LTD /), Agreement and Plan of Merger (O2wireless Solutions Inc), Agreement and Plan of Merger (Westfield America Management LTD)
Officers. The officers of the Company at the -------- Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation charter and Bylaws of the Surviving Corporation until such officer's successor is duly elected or appointed and qualified.
Appears in 3 contracts
Samples: Merger Agreement (Execustay Corp), Merger Agreement (Marriott International Inc /Md/), Merger Agreement (Mi Subsidiary I Inc)
Officers. The officers of the Company at the Effective Time Time, from and after the Effective Time, shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until such officer's successor is duly elected or appointed and qualifiedqualified in the manner provided in the Surviving Corporation's certificate of incorporation and by-laws, or as otherwise provided by applicable law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cendant Corp), Agreement (Avis Group Holdings Inc), Agreement and Plan of Merger (Cendant Corp)
Officers. The officers of the Company Acquisition at the Effective Time shall be become the initial officers of the Surviving CorporationCompany, each to hold office in accordance with the Certificate of Incorporation and Bylaws bylaws of the Surviving Corporation Company until such officer's successor is duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Simplex Solutions Inc), Agreement and Plan of Merger (Cadence Design Systems Inc)
Officers. The officers of the Company at the Effective Time shall will be the initial officers of the Surviving Corporation, each to Corporation and will hold office from the Effective Time until their respective successors are duly elected or appointed and qualified in accordance with the manner provided in the Certificate of Incorporation and Bylaws of the Surviving Corporation until such officer's successor is duly elected or appointed and qualifiedas otherwise provided by law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gulfstream Aerospace Corp), Agreement and Plan of Merger (General Dynamics Corp)
Officers. The initial officers of the Surviving Company at the Effective Time shall be the initial officers of Acquisition at the Surviving CorporationEffective Time, each to hold office in accordance with the Certificate of Incorporation and Bylaws bylaws of the Surviving Corporation Company until such officer's ’s successor is duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Fastclick Inc), Agreement and Plan of Merger and Reorganization (Valueclick Inc/Ca)
Officers. The officers of the Company at immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to and such officers shall hold office in accordance with and subject to the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until such officer's successor is duly elected or appointed and qualifiedCorporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sport Supply Group, Inc.), Agreement and Plan of Merger (Sage Parent Company, Inc.)
Officers. The officers of the Company at the -------- Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws of the Surviving Corporation until such officer's successor is duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cuc International Inc /De/), Agreement and Plan of Merger (Cuc International Inc /De/)
Officers. The officers of the Company at the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws of the Surviving Corporation until such officer's successor is duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Equity One Inc), Agreement and Plan of Merger (Irt Property Co)
Officers. The Unless otherwise directed by Parent, the officers of the Company at immediately prior to the Effective Time shall be the initial officers of the Surviving CorporationEntity, each to hold office in accordance with the Surviving Entity Certificate of Incorporation and Bylaws of the Surviving Corporation Entity Bylaws until such officer's ’s successor is duly elected or appointed and qualified, or until the earlier of their death, resignation or removal.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Priority Technology Holdings, Inc.), Agreement and Plan of Merger (Priority Technology Holdings, Inc.)
Officers. The initial officers of the Company Surviving Corporation at the Effective Time shall be the initial officers of Chancellor immediately prior to the Effective Time. Each such officer of the Surviving Corporation, each to Corporation will hold office from the Effective Time until his respective successor is duly elected or appointed and qualified in accordance with the manner provided in the Certificate of Incorporation and Bylaws of the Surviving Corporation until such officer's successor is duly elected or appointed and qualifiedas otherwise provided by applicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Chancellor Media Corp of Los Angeles), Agreement and Plan of Merger (Capstar Broadcasting Corp)
Officers. The officers of the Company at the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until such officer's ’s successor is duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (SWK Holdings Corp), Agreement and Plan of Merger (Information Services Group Inc.)
Officers. The officers of the Company at the Effective Time shall will be the initial officers of the Surviving Corporation, each to hold office from the Effective Time in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until such officer's any removal in accordance therewith or until his or her successor is duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Reuters Group PLC /Adr/), Agreement and Plan of Merger (Multex Com Inc)
Officers. The officers of the Company at the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until such officer's ’s successor is duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Neustar Inc), Agreement and Plan of Merger (Neustar Inc)
Officers. The officers of the Company at the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws bylaws of the Surviving Corporation until such officer's successor is duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Coffee People Inc), Agreement and Plan of Merger (Diedrich Coffee Inc)
Officers. The officers of the Company at the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation charter and Bylaws bylaws of the Surviving Corporation until such officer's successor is their successors are duly elected or appointed and qualifiedqualified or until their earlier death, resignation or removal.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (General Electric Capital Corp), Agreement and Plan of Merger (Security Capital Group Inc/)
Officers. The officers of the Company at the Effective Time shall be the initial officers of the Surviving Corporation, each to Corporation and will hold office in accordance with from the Certificate of Incorporation and Bylaws of the Surviving Corporation Effective Time until such officer's successor is their respective successors are duly elected or appointed and qualified.qualify in the manner provided in the Articles of Organization and By-laws of the Surviving Corporation, or as otherwise provided by Law. SECTION 2.7
Appears in 2 contracts
Samples: Agreement and Plan of Merger Agreement and Plan of Merger (Gte Corp), Exhibit 1 Agreement and Plan of Merger (BBN Corp)
Officers. The officers of the Company at 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 Bylaws of the Surviving Corporation until such officer's successor is successors are duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nfo Worldwide Inc), Agreement and Plan of Merger (Interpublic Group of Companies Inc)
Officers. The officers of the Company at the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with Corporation shall be the Certificate of Incorporation and Bylaws officers of the Surviving Corporation until such officer's successor is duly elected or appointed and qualifiedCompany as of immediately prior to the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Advanced Products Group Inc), Agreement and Plan of Merger (Advanced Products Group Inc)
Officers. The officers of the Company at the Effective Time shall be the initial officers of the Surviving Corporation, each to Corporation and will hold office in accordance with from the Certificate of Incorporation and Bylaws of the Surviving Corporation Effective Time until such officer's successor is their respective successors are duly elected or appointed and qualifiedqualify in the manner provided in the Articles of Incorporation and By-laws of the Surviving Corporation, or as otherwise provided by Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Forum Group Inc), Agreement and Plan of Merger (Marriott International Inc)
Officers. The officers of the Company at At the Effective Time shall be Time, the initial officers of the Surviving CorporationCorporation shall be the officers of the Company immediately prior to the Effective Time, each to hold office until their respective successors are duly appointed or until their earlier death, resignation or removal in accordance with the Certificate memorandum of Incorporation association and Bylaws articles of association of the Surviving Corporation until such officer's successor is duly elected or appointed and qualifiedCorporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Trina Solar LTD), Agreement and Plan of Merger (Liu Tianwen)
Officers. The officers of the Company at At the Effective Time shall be Time, the initial officers of the Surviving CorporationCorporation will be officers of the Company as of immediately prior to the Effective Time, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until such officer's successor is their respective successors are duly elected or appointed and qualified, or until their earlier death, resignation or removal.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (KnowBe4, Inc.), Agreement and Plan of Merger (Vepf Vii SPV I, L.P.)
Officers. The officers of the Company at the ----------- -------- Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws by-laws of the Surviving Corporation until such officer's successor is duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fremont Partners Lp), Agreement and Plan of Merger (Global Motorsport Group Inc)
Officers. The officers of the Company at the Effective Time shall be the initial officers of the Surviving Corporation, each all such officers to hold office in accordance with from the Certificate of Incorporation and Bylaws of the Surviving Corporation Effective Time until such officer's successor is their respective successors are duly elected or appointed and qualifiedqualified in the manner provided in the certificate of incorporation and by-laws of the Surviving Corporation, or as otherwise provided by law.
Appears in 2 contracts
Samples: Iii Agreement and Plan of Merger (Murdock David H), Iii Agreement and Plan of Merger (Dole Food Company Inc)
Officers. The officers of the Company Xxxxxx at the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until such officer's successor is duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (United States Satellite Broadcasting Co Inc), Agreement and Plan of Merger (General Motors Corp)
Officers. The officers of the Company immediately prior to the Effective Time shall at the Effective Time shall be the initial become officers of the Surviving Corporation, each to with the same offices and titles, and shall hold office in accordance with at the Certificate pleasure of Incorporation the board of directors and Bylaws subject to the bylaws of the Surviving Corporation until such officer's successor is duly elected or appointed and qualifiedCorporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cracker Barrel Old Country Store, Inc)
Officers. The officers of the Operating Company at the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until such officer's successor is duly elected or appointed and qualified.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ak Steel Holding Corp)
Officers. The officers of the Company at the Effective Time shall be the initial officers of the Surviving Corporation, each to Corporation and will hold office in accordance with from the Certificate of Incorporation and Bylaws of the Surviving Corporation Effective Time until such officer's successor is their respective successors are duly elected or appointed and qualifiedqualified in the manner provided in the certificate of incorporation and by-laws of the Surviving Corporation, or as otherwise provided by law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Bastion Capital Fund Lp)
Officers. The officers of the Company at 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 Bylaws By-laws of the Surviving Corporation from the Effective Time until such officer's successor is their respective successors are duly elected or appointed and qualified.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Midway Airlines Corp)
Officers. The officers of the Company at as of immediately prior to the Effective Time shall be will become the initial officers of the Surviving CorporationCorporation at the Effective Time, each such officer to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until such officer's successor is their respective successors are duly elected or appointed and qualifiedappointed.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Thoughtworks Holding, Inc.)
Officers. The officers of the Company at immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Surviving Corporation Certificate of Incorporation and Bylaws of the Surviving Corporation Bylaws until such officer's ’s successor is duly elected or appointed and qualified, or until the earlier of their death, resignation or removal.
Appears in 1 contract
Officers. The officers of the Company at the Effective Time shall be the initial officers of the Surviving CorporationCorporation shall be the officers of the Company as of immediately prior to the Effective Time, each to hold office until their respective successors are duly elected and qualified in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation Bylaws, or until such officer's successor is duly elected their earlier death, resignation or appointed and qualifiedremoval.
Appears in 1 contract
Samples: Agreement and Plan of Merger (International Food & Wine Consultants, Inc.)
Officers. The officers of the Company at immediately prior to the Effective Time shall be the initial officers of the Surviving CorporationCompany, effective as of the Effective Time, each to hold office in accordance with the Certificate of Incorporation and Bylaws terms of the Surviving Corporation until such officer's successor is duly elected or appointed Company’s certificate of incorporation and qualifiedbylaws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Innophos Holdings, Inc.)
Officers. The officers of the Company at the Effective Time Corporation shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until such officer's successor is their successors have been duly elected or appointed and qualifiedqualified 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
Officers. The officers of the Company at the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until such officer's ’s successor is duly elected or appointed and qualified.
Appears in 1 contract
Officers. The officers of the Company at the Effective Time Time, together with any other persons designated by Purchaser, shall be serve as the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until the earlier of such officer's ’s resignation or removal or until such officer’s successor is duly elected or appointed and qualified.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Edwards Lifesciences Corp)
Officers. The officers of the Company at the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws bylaws of the Surviving Corporation until such officer's ’s successor is duly elected or appointed and qualified.
Appears in 1 contract
Officers. The officers of the Company at immediately prior to the Effective Time shall be the initial officers of the Surviving CorporationEntity, each to hold office in accordance with the Surviving Entity Certificate of Incorporation and Bylaws of the Surviving Corporation Entity Bylaws until such officer's ’s successor is duly elected or appointed and qualified, or until the earlier of their death, resignation or removal.
Appears in 1 contract
Officers. The officers of the Company at as of the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation Corporation, until such officer's successor is their respective successors are duly elected or appointed and qualifiedqualified or until the earlier of their death, resignation or removal.
Appears in 1 contract
Officers. The officers of the Surviving Corporation shall initially consist of the officers of the Company at immediately prior to the Effective Time shall be Time, until their successors are duly elected and qualified in the initial officers manner provided in the Articles of Incorporation and By-Laws of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until such officer's successor is duly elected or appointed and qualifiedas otherwise provided by law.
Appears in 1 contract
Officers. (a) Of the Surviving Company. The officers of the Company Purchaser at the Effective Time shall be the initial officers of the Surviving Corporation, each to Corporation and shall hold office from the Effective Time until their respective successors are duly elected or appointed and qualify in accordance with the manner provided in the Certificate of Incorporation and Bylaws by-laws of the Surviving Corporation until such officer's successor is duly elected Corporation, or appointed and qualifiedas otherwise provided by Law.
Appears in 1 contract
Officers. The officers of the Company at immediately prior to the Effective Time shall be the initial officers of the Surviving CorporationEntity, each to hold office in accordance with the Certificate of Incorporation and Bylaws limited liability company agreement of the Surviving Corporation Entity until such officer's successor is duly elected or appointed and qualified.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Global Power Equipment Group Inc/)
Officers. The officers of the Company at the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws of the Surviving Corporation until such officer's ’s successor is duly elected or appointed and qualified.
Appears in 1 contract
Officers. The officers of the Company at the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate articles of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until such officer's successor is duly elected or appointed and qualified.
Appears in 1 contract
Officers. The officers of the Company at the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws bylaws of the Surviving Corporation until such officer's successor is duly elected or appointed and qualified. SECTION 1.8.
Appears in 1 contract
Officers. The officers of the Company at immediately prior to the Effective Time shall be the initial officers of, and shall hold the same positions with, the Surviving Corporation and shall hold office from the Effective Time until their respective successors are duly elected or appointed and qualified in the manner provided in the certificate of incorporation and by-laws of the Surviving Corporation, each to hold office in accordance with or as otherwise provided by the Certificate of Incorporation and Bylaws of the Surviving Corporation until such officer's successor is duly elected or appointed and qualified.CBCA. Section 1.06
Appears in 1 contract
Samples: Agreement and Plan of Merger (Northeast Utilities System)
Officers. The officers of the Company at From and after the Effective Time shall be Time, the initial officers of the Surviving CorporationCorporation shall be the officers of the Company immediately prior to the Effective Time, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until such officer's successor is their respective successors are duly elected or appointed and qualifiedappointed.
Appears in 1 contract
Officers. The officers of the Company at the Effective Time -------- shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until such officer's successor is duly elected or appointed and qualified.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Northrop Grumman Corp)
Officers. The officers of the Company at the Effective Time shall will be the initial officers of the Surviving CorporationCompany, each to hold office in accordance with the Certificate of Incorporation and Bylaws bylaws of the Surviving Corporation Company until such officer's successor is duly elected or appointed and qualified.
Appears in 1 contract
Officers. The officers of the Company at the Effective Time together with the persons named below, shall be serve as the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until such officer's successor is duly elected or appointed and qualified.:
Appears in 1 contract
Samples: Employment Agreement (Writer Corp)
Officers. The officers of the Company at the Effective Time shall be the same persons who are the initial officers of the Surviving CorporationCompany, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until such officer's successor is their respective successors have been duly elected or appointed and qualifiedqualified or until their earlier death, resignation or removal in accordance with the Surviving Company’s certificate of formation and limited liability company agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Halifax Corp of Virginia)
Officers. The officers of the Company at the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office from the Effective Time in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation and until such officer's his or her successor is duly elected or appointed and qualified.
Appears in 1 contract
Officers. The officers of the Company at At the Effective Time shall be Time, the initial officers of the Surviving CorporationCorporation will be the officers of the Company as of immediately prior to the Effective Time, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until such officer's successor is their respective successors are duly elected appointed or appointed until their earlier death, resignation or removal in accordance with the certificate of incorporation and qualifiedbylaws of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Castlight Health, Inc.)
Officers. The officers of the Company at the Effective Time Time, which are listed on Section 2.7 of the Company Disclosure Letter, shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation Survivor’s Constituent Documents from and Bylaws of after the Surviving Corporation Effective Time until such officer's ’s successor is duly elected or appointed and qualified.
Appears in 1 contract
Officers. The officers of the Company at as of 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 certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until such officer's successor is their successors are duly elected or appointed and qualifiedqualified or until their earlier death, resignation or removal.
Appears in 1 contract
Officers. The As of and immediately following the Effective Time, the officers of the Company at the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws by-laws of the Surviving Corporation until such officer's successor is duly elected or appointed and qualifiedCorporation.
Appears in 1 contract
Officers. The officers of the Company at the Effective Time shall be the initial officers of the Surviving Corporation, each to Corporation and will hold office in accordance with from the Certificate of Incorporation and Bylaws of the Surviving Corporation Effective Time until such officer's successor is their respective successors are duly elected or appointed and qualifiedqualify in the manner provided in the Articles of Organization and By-laws of the Surviving Corporation, or as otherwise provided by Law.
Appears in 1 contract
Officers. The officers of the Company at the Effective Time shall be the initial officers of the Surviving Corporation, each to Corporation and will hold office from the Effective Time until their respective successors are duly elected or appointed and qualify in accordance with the manner provided in the Certificate of Incorporation and Bylaws By-Laws of the Surviving Corporation until such officer's successor is duly elected Corporation, or appointed and qualifiedas otherwise provided by law.
Appears in 1 contract
Officers. The officers of the Company at the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws Organizational Documents of the Surviving Corporation until such officer's ’s successor is duly elected or appointed and qualified.
Appears in 1 contract
Officers. The officers of the Company at the Effective Time Corporation shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until such officer's successor is their successors have been duly elected or appointed and qualifiedqualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s Articles of Incorporation and By-Laws.
Appears in 1 contract
Officers. The officers of the Company at effective as of the Effective Time shall be the initial officers of the Surviving Corporation, each to Corporation and shall hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until such officer's successor is their successors are duly elected or appointed and qualifiedqualified or until their earlier death, resignation or removal.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Intercontinental Exchange, Inc.)
Officers. The officers of the Company at immediately prior to the Effective Time shall be the initial officers of the Surviving CorporationEntity, each to hold office in accordance with the Surviving Entity Certificate of Incorporation and Bylaws of the Surviving Corporation Entity Bylaws until such officer's ’s successor is duly elected or appointed and qualified.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Logan's Roadhouse of Kansas, Inc.)
Officers. The officers of the Company at the Effective -------- Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation Organization and Bylaws bylaws of the Surviving Corporation until such officer's successor is duly elected or appointed and qualified.
Appears in 1 contract
Officers. The officers of the Company at the -------- Effective Time shall be the persons identified in Exhibit C, and such persons --------- shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until such officer's successor is duly elected or appointed and qualified.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cuc International Inc /De/)
Officers. The officers of the Company at the Effective Time -------- shall be the initial officers of the Surviving Corporation, each to Corporation and will hold office in accordance with from the Certificate of Incorporation and Bylaws of the Surviving Corporation Effective Time until such officer's successor is their respective successors are duly elected or appointed and qualifiedqualified in the manner provided in the certificate of incorporation and by-laws of the Surviving Corporation, or as otherwise provided by law.
Appears in 1 contract
Officers. The officers of the Company at the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until such officer's ’s successor is duly elected or appointed and qualified.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Worldwide Restaurant Concepts Inc)
Officers. The officers of the Company at At the Effective Time shall be Time, the initial officers of the Surviving CorporationCorporation shall be the officers of the Company immediately prior to the Effective Time, each to hold office until their respective successors are duly appointed or until their earlier death, resignation or removal in accordance with the Certificate articles of Incorporation and Bylaws association of the Surviving Corporation until such officer's successor is duly elected or appointed and qualifiedCorporation.
Appears in 1 contract
Officers. The officers of the Company at At the Effective Time shall be Time, the initial officers of the Surviving CorporationCorporation shall be the officers of the Company immediately prior to the Effective Time, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until such officer's successor is their respective successors are duly elected or appointed and qualifiedappointed.
Appears in 1 contract
Officers. The At the Effective Time, if any, the officers of the Company at immediately prior to the Effective Time shall be become the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until such officer's successor is their respective successors are duly elected or appointed and qualifiedappointed.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Graftech International LTD)
Officers. The officers of the Company at At the Effective Time shall be Time, the initial officers of the Surviving CorporationCorporation will be the officers of Purchaser as of immediately prior to the Effective Time, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until such officer's successor is their respective successors are duly elected appointed, or appointed and qualifieduntil their resignation or removal.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Thorne Healthtech, Inc.)
Officers. The officers of the Company at immediately prior to the Effective Time shall be the initial officers of, and shall hold the same positions with, the Surviving Corporation and shall hold office from the Effective Time until their respective successors are duly elected or appointed and qualified in the manner provided in the certificate of incorporation and by-laws of the Surviving Corporation, each to hold office in accordance with or as otherwise provided by the Certificate of Incorporation and Bylaws of the Surviving Corporation until such officer's successor is duly elected or appointed and qualifiedCBCA.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Northeast Utilities System)
Officers. The officers of the Company at At the Effective Time shall be Time, the initial officers of the Surviving CorporationCorporation shall be the officers of the Company immediately prior to the Effective Time, each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws of the Surviving Corporation until such officer's successor is their respective successors are duly elected or appointed and qualifiedappointed.
Appears in 1 contract
Officers. The officers of the Company Acquisition at the Effective Time shall be appointed as the initial officers of the Surviving CorporationCompany, each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws Association of the Surviving Corporation Company until such officer's ’s successor is duly elected or appointed and qualified.
Appears in 1 contract
Officers. The officers of the Company at At the Effective Time shall be Time, the initial officers of the Surviving CorporationCorporation will be the officers of the Company as of immediately prior to the Effective Time, each to hold office in accordance with the Certificate articles of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until such officer's successor is their respective successors are duly elected or appointed and qualifiedappointed.
Appears in 1 contract
Samples: Agreement and Plan of Merger
Officers. The officers of the Company at the Effective Time shall be the initial -------- officers of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws bylaws of the Surviving Corporation until such officer's successor is duly elected or appointed and qualified.
Appears in 1 contract
Officers. The officers of the Company at 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 certificate of Incorporation incorporation and Bylaws by-laws of the Surviving Corporation from the Effective Time until such officer's successor is their respective successors are duly elected or and appointed and qualified.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Transportation Technologies Industries Inc)
