Directors and Officers of the Surviving Corporation. At the Effective Time, the directors of Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, each of such directors to hold office, subject to the applicable provisions of the Certificate of Incorporation and By-Laws of the Surviving Corporation, until the next annual stockholders' meeting of the Surviving Corporation and until their respective successors shall be duly elected or appointed and qualified. At the Effective Time, the officers of the Company immediately prior to the Effective Time shall, subject to the applicable provisions of the Certificate of Incorporation and By-Laws of the Surviving Corporation, be the officers of the Surviving Corporation until their respective successors shall be duly elected or appointed and qualified.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Nimbus Cd International Inc), Agreement and Plan of Merger (Cpi Corp), Agreement and Plan of Merger (Essman Alyn V)
Directors and Officers of the Surviving Corporation. At the Effective Time, the directors of Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, each of such directors to hold office, subject to the applicable provisions of the Certificate of Incorporation and By-Laws of the Surviving Corporation, until the next annual stockholdersshareholders' meeting of the Surviving Corporation and until their respective successors shall be duly elected or appointed and qualified. At the Effective Time, the officers of the Company Corporation immediately prior to the Effective Time shall, subject to the applicable provisions of the Certificate of Incorporation and By-Laws of the Surviving Corporation, be the officers of the Surviving Corporation until their respective successors shall be duly elected or appointed and qualified.
Appears in 4 contracts
Samples: Share Purchase Agreement and Plan of Merger (Sherman Acquisition Corp), Share Purchase Agreement and Plan of Merger (Outsourcing Solutions Inc), Share Purchase Agreement and Plan of Merger (Gulf State Credit LLP)
Directors and Officers of the Surviving Corporation. At the Effective Time, the directors of Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, each of such directors to hold office, subject to the applicable provisions of the Certificate of Incorporation and By-Laws of the Surviving Corporation, until the next annual stockholdersshareholders' meeting of the Surviving Corporation and until their respective successors shall be duly elected or appointed and qualified. At the Effective Time, the officers of the Company immediately prior to the Effective Time shall, subject to the applicable provisions of the Certificate of Incorporation and By-Laws of the Surviving Corporation, be the officers of the Surviving Corporation until their respective successors shall be duly elected or appointed and qualified.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Raymond Corp), 5 Agreement and Plan of Merger (Raymond Corp), Rights Agreement (Lift Acquisition Co Inc)
Directors and Officers of the Surviving Corporation. At the Effective Time, the The directors of Sub immediately prior to before the Effective Time shall will be the directors of the Surviving Corporation, each of such directors to hold office, subject to the applicable provisions of the Certificate of Incorporation and By-Laws Bylaws of the Surviving Corporation, until the next annual stockholders' meeting expiration of the Surviving Corporation term for which such director was elected and until their respective successors shall be his or her successor is duly elected and qualified or appointed and qualified. At as otherwise provided in the Effective Time, the officers of the Company immediately prior to the Effective Time shall, subject to the applicable provisions of the Certificate of Incorporation and By-Laws Bylaws of the Surviving Corporation, . The officers of Sub immediately before the Effective Time will be the officers of the Surviving Corporation until their respective successors shall be duly elected are chosen and qualified or appointed and qualifiedas otherwise provided in the Bylaws of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Deluxe Corp), Agreement and Plan of Merger (Hostopia.com Inc.), Agreement and Plan of Merger (Hostopia.com Inc.)
Directors and Officers of the Surviving Corporation. At the Effective Time, the directors of Sub Parent immediately prior to the Effective Time shall be the directors of the Surviving Corporation, each of such directors to hold office, subject to the applicable provisions of the Certificate Articles of Incorporation and By-Laws of the Surviving Corporation, until the next annual stockholders' meeting of the Surviving Corporation and until their respective successors shall be duly elected or appointed and qualified. At the Effective Time, the officers of the Company Parent immediately prior to the Effective Time shall, subject to the applicable provisions of the Certificate Articles of Incorporation and By-Laws of the Surviving Corporation, be the officers of the Surviving Corporation until their respective successors shall be duly elected or appointed and qualified.
Appears in 3 contracts
Samples: Share Exchange Agreement (Eventures Group Inc), Share Exchange Agreement (Eventures Group Inc), Agreement and Plan of Merger (Eventures Group Inc)
Directors and Officers of the Surviving Corporation. At the Effective Time, the directors of Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, each of such directors to hold office, subject to the applicable provisions of the Certificate of Incorporation Charter and By-Laws Bylaws of the Surviving Corporation, until the next annual stockholders' meeting of the Surviving Corporation and until their respective successors shall be duly elected or appointed and qualifiedqualify. At the Effective Time, the officers of the Company immediately prior to the Effective Time shall, subject to the applicable provisions of the Certificate of Incorporation Charter and By-Laws Bylaws of the Surviving Corporation, be the officers of the Surviving Corporation until their respective successors shall be duly elected or appointed and qualifiedqualify.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Omega Worldwide Inc), Agreement and Plan of Merger (Delta I Acquisition Inc)
Directors and Officers of the Surviving Corporation. At the Effective Time, the directors of Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, each of such directors to hold office, subject to the applicable provisions of the Certificate of Incorporation and By-Laws laws of the Surviving Corporation, until the next annual stockholders' meeting of the Surviving Corporation and until their respective successors shall be duly elected or appointed and qualified. At the Effective Time, the officers of the Company immediately prior to the Effective Time Time, together with such other persons as Parent shall designate, shall, subject to the applicable provisions of the Certificate of Incorporation and By-Laws laws of the Surviving Corporation, be the officers of the Surviving Corporation until their respective successors shall be duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Agl Resources Inc), Agreement and Plan of Merger (Nui Corp /Nj/)
Directors and Officers of the Surviving Corporation. At the Effective Time, the The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, each of Corporation and all such directors to will hold office, subject to office from the applicable provisions of Effective Time until their respective successors are duly elected or appointed and qualify in the manner provided in the Certificate of Incorporation and By-Laws laws of the Surviving Corporation, until the next annual stockholders' meeting of the Surviving Corporation and until their respective successors shall be duly elected or appointed and qualifiedas otherwise provided by applicable law. At the Effective Time, the The officers of the Company Merger Sub immediately prior to the Effective Time shall, subject to the applicable provisions of the Certificate of Incorporation and By-Laws of the Surviving Corporation, shall be the officers of the Surviving Corporation and all such officers will hold office until their respective successors shall be are duly elected or appointed and qualifiedqualify in the manner provided in the By-laws of the Surviving Corporation, or as otherwise provided by applicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Oao Technology Solutions Inc), Agreement and Plan of Merger (Family Golf Centers Inc)
Directors and Officers of the Surviving Corporation. At the Effective Time, the The directors of Sub immediately prior to before the Effective Time shall be the directors of the Surviving CorporationCorporation from and after the Effective Time, each of such directors to hold office, office subject to the applicable provisions of the Certificate of Incorporation and By-Laws of the Surviving Corporation, until the next annual stockholders' meeting laws of the Surviving Corporation and until their respective successors shall be duly elected or appointed and qualified. At The officers of Sub immediately before the Effective Time shall be the officers of the Surviving Corporation from and after the Effective Time, the such officers of the Company immediately prior to the Effective Time shall, hold office subject to the applicable provisions of the Certificate of Incorporation and By-Laws of the Surviving Corporation, be the officers laws of the Surviving Corporation until their respective successors shall be duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Click Commerce Inc), Agreement and Plan of Merger (Click Commerce Inc)
Directors and Officers of the Surviving Corporation. At the Effective Time, the directors of Sub MergerCo immediately prior to the Effective Time shall be the directors of the Surviving Corporation, each of such directors to hold office, subject to the applicable provisions of the Certificate certificate of Incorporation incorporation and Byby-Laws laws of the Surviving Corporation, until the next annual stockholders' meeting of the Surviving Corporation and until their respective successors shall be duly elected or appointed and qualified, or until their earlier death, resignation or removal, or as otherwise provided by law. At the Effective Time, the officers of the Company immediately prior to the Effective Time shall, subject to the applicable provisions of the Certificate certificate of Incorporation incorporation and Byby-Laws laws of the Surviving Corporation, be the officers of the Surviving Corporation until their respective successors shall be duly elected or appointed and qualifiedqualified or until their earlier death, resignation or removal, or as otherwise provided by law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ipayment Inc), Agreement and Plan of Merger (Ipayment Inc)
Directors and Officers of the Surviving Corporation. At --------------------------------------------------- the Effective Time, the directors of Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, each of such directors to hold office, subject to the applicable provisions of the Certificate of Incorporation and By-Laws laws of the Surviving Corporation, until the next annual stockholders' meeting of the Surviving Corporation and until their respective successors shall be duly elected or appointed and qualified. At the Effective Time, the officers of the Company immediately prior to the Effective Time shall, subject to the applicable provisions of the Certificate of Incorporation and By-Laws By- laws of the Surviving Corporation, be the officers of the Surviving Corporation until their respective successors shall be duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Royal Ahold), Agreement and Plan of Merger (Us Foodservice/Md/)
Directors and Officers of the Surviving Corporation. At the Effective Time, the directors of Sub Purchaser immediately prior to the Effective Time shall be the directors of the Surviving Corporation, each of such directors to hold office, subject to the applicable provisions of the Certificate Articles of Incorporation and By-Laws of the Surviving Corporation, until the next annual stockholdersshareholders' meeting of the Surviving Corporation and until their respective successors shall be duly elected or appointed and qualified. At the Effective Time, the officers of the Company immediately prior to the Effective Time shall, subject to the applicable provisions of the Certificate Articles of Incorporation and By-Laws of the Surviving Corporation, be the officers of the Surviving Corporation until their respective successors shall be duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Travel Services International Inc), Agreement and Plan of Merger (Travel Services International Inc)
Directors and Officers of the Surviving Corporation. At the --------------------------------------------------- Effective Time, the directors of Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, each of such directors to hold office, subject to the applicable provisions of the Certificate of Incorporation and By-Laws of the Surviving Corporation, until the next annual stockholders' meeting of the Surviving Corporation and until their respective successors shall be duly elected or appointed and qualified. At the Effective Time, the officers of the Company Sub immediately prior to the Effective Time shall, subject to the applicable provisions of the Certificate of Incorporation and By-Laws of the Surviving Corporation, be the officers of the Surviving Corporation until their respective successors shall be duly elected or appointed and qualified.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. At the Effective Time, the directors of Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, each of such directors to hold office, subject to the applicable provisions of the Certificate of Incorporation and By-Laws of the Surviving Corporation, until the next annual stockholders' meeting of the Surviving Corporation and until their respective successors shall be duly elected or appointed and qualified. At the Effective Time, the officers of the Company immediately prior to the Effective Time shall, subject to the applicable provisions of the Certificate of Incorporation and By-By- Laws of the Surviving Corporation, be the officers of the Surviving Corporation until their respective successors shall be duly elected or appointed and qualified.
Appears in 1 contract
Samples: Agreement and Plan of Merger (New England Business Service Inc)
Directors and Officers of the Surviving Corporation. At the Effective Time, the directors of Sub Purchaser immediately prior to the Effective Time shall be the directors of the Surviving Corporation, each of such directors to hold office, subject to the applicable provisions of the Certificate Articles of Incorporation and By-Laws of the Surviving Corporation, until the next annual stockholders' meeting of the Surviving Corporation and until their respective successors shall be duly elected or appointed and qualified. At the Effective Time, the officers of the Company immediately prior to the Effective Time shall, subject to the applicable provisions of the Certificate Articles of Incorporation and By-Laws of the Surviving Corporation, be the officers of the Surviving Corporation until their respective successors shall be duly elected or appointed and qualified.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Outsourcing Solutions Inc)
Directors and Officers of the Surviving Corporation. At --------------------------------------------------- the Effective Time, the directors of Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, each of such directors to hold office, subject to the applicable provisions of the Certificate of Incorporation and By-Laws of the Surviving Corporation, until the next annual stockholders' meeting of the Surviving Corporation and until their respective successors shall be duly elected or appointed and qualified. At the Effective Time, the officers of the Company immediately prior to the Effective Time shall, subject to the applicable provisions of the Certificate of Incorporation and By-By- Laws of the Surviving Corporation, be the officers of the Surviving Corporation until their respective successors shall be duly elected or appointed and qualified.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. At the Effective Time, the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, each of such directors to hold office, subject to the applicable provisions of the BCL and the Certificate of Incorporation and By-Laws of the Surviving Corporation, until the next annual stockholdersshareholders' meeting of the Surviving Corporation and until their respective successors shall be duly elected or appointed and qualified. At the Effective Time, the officers of the Company immediately prior to the Effective Time shall, subject to the applicable provisions of the Certificate of Incorporation and By-Laws of the Surviving Corporation, be the officers of the Surviving Corporation until their respective successors shall be duly elected or appointed and qualified.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Champion International Corp)
Directors and Officers of the Surviving Corporation. At the Effective Time, the directors of Sub immediately prior to the Effective Time Xxxxx Xxxxxxxx and Xxxxxx Xxxxxx shall be the directors of the Surviving Corporation, each of such directors to hold office, subject to the applicable provisions of the Certificate Articles of Incorporation and By-Laws of the Surviving Corporation, until the next annual stockholders' meeting of the Surviving Corporation and until their respective successors shall be duly elected or appointed and qualified. At the Effective Time, the officers of the Company immediately prior to the Effective Time shallIMOJO, subject to the applicable provisions of the Certificate Articles of Incorporation and By-Laws of the Surviving Corporation, shall be as designated by the officers Board of Directors of the Surviving Corporation until their respective successors shall be duly elected or appointed and qualified.
Appears in 1 contract
