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

Directors and Officers of the Surviving Company. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Company and the individuals specified by Parent prior to the Effective Time shall be the initial officers of the Surviving Company, in each case until their respective successors are duly elected or appointed and qualified or until the earlier of their death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Company.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Danaher Corp /De/), Agreement and Plan of Merger (Pall Corp)

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Directors and Officers of the Surviving Company. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Company and officers of Merger Sub immediately prior to the Effective Time or such other individuals specified designated by Parent prior to as of the Effective Time shall be the initial officers of the Surviving Company, in each case until their respective successors are duly elected or appointed and qualified or until the earlier of their death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Company.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Apollo Endosurgery, Inc.), Agreement and Plan of Merger (Apollo Endosurgery, Inc.)

Directors and Officers of the Surviving Company. The directors of Merger Sub immediately prior to the Effective Time shall will be the initial directors of the Surviving Company until the next annual meeting (or the earlier of their resignation or removal) and the individuals specified by Parent prior to the Effective Time shall be the initial officers of the Surviving Company, in each case until their respective successors are duly elected or appointed and qualified or qualified, as the case may be. The officers of Merger Sub immediately prior to the Effective Time will be the officers of the Surviving Company until the earlier of their death, resignation or removal in accordance with or until their respective successors are duly elected and qualified, as the certificate of incorporation and by-laws of the Surviving Companycase may be.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Sprint Corp), Agreement and Plan of Merger (Nextel Communications Inc)

Directors and Officers of the Surviving Company. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Company until the earlier of their resignation or removal or until their respective successors are duly elected and qualified. The names and addresses of such directors are set forth in Section 1.5 of the individuals specified by Parent Disclosure Letter. The officers of Company immediately prior to the Effective Time shall be the initial officers of the Surviving Company, in each case Company until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified or until the earlier of their death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Companyqualified.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Tower Group, Inc.), Agreement and Plan of Merger (Tower Group, Inc.)

Directors and Officers of the Surviving Company. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Company until the earlier of their resignation or removal or until their respective successors are duly elected and qualified. The names and addresses of such directors are set forth in Section 0 of the individuals specified by Parent Disclosure Letter. The officers of Company immediately prior to the Effective Time shall be the initial officers of the Surviving Company, in each case Company until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified or until the earlier of their death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Companyqualified.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (CastlePoint Holdings, Ltd.), Agreement and Plan of Merger (CastlePoint Holdings, Ltd.)

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Directors and Officers of the Surviving Company. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Company, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. The officers of the Company and the individuals specified by Parent immediately prior to the Effective Time shall be the initial officers of the Surviving Company, in each case until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified or until qualified, as the earlier of their death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Companycase may be.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Verisity LTD)

Directors and Officers of the Surviving Company. The directors managers of Merger Sub immediately prior to the Effective Time shall will be the initial directors managers of the Surviving Company and the individuals specified by Parent prior to the Effective Time shall be the initial officers of the Surviving Company, in each case until their respective successors are duly elected or appointed and qualified or qualified, as the case may be. The officers of the Merger Sub immediately prior to the Effective Time will be the officers of the Surviving Company until the earlier of their death, resignation or removal in accordance with or until their respective successors are duly elected and qualified, as the certificate of incorporation and by-laws of the Surviving Companycase may be.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Flowers Foods Inc)

Directors and Officers of the Surviving Company. The directors of Merger Sub immediately prior to shall, from and after the Effective Time shall be Time, become the initial directors of the Surviving Company until their successors shall have been duly elected or appointed and the individuals specified by Parent prior to qualified, or their earlier death, resignation or removal. The officers of Merger Sub shall from and after the Effective Time shall be Time, become the initial officers of the Surviving Company, in each case Company until their respective successors are shall have been duly elected or appointed and qualified qualified, or until the their earlier of their death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Companyremoval.

Appears in 1 contract

Samples: Strictly Confidential Execution (Cit Group Inc)

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