Directors and Officers of the Surviving Corporation. From and after the Effective Time, the directors and officers of Merger Sub immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation, and such directors and officers shall serve until their successors have been duly elected or appointed and qualified or until their death, resignation or removal in accordance with the Organizational Documents of the Surviving Corporation.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Arlington Asset Investment Corp.), Agreement and Plan of Merger (Ellington Financial Inc.), Agreement and Plan of Merger (Ellington Financial Inc.)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the directors and officers of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. From and after the Effective Time, the officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, and such directors and officers shall serve Corporation until the earlier of their successors have been duly elected resignation or appointed and qualified removal or until their deathrespective successors are duly elected and qualified, resignation or removal in accordance with as the Organizational Documents of the Surviving Corporationcase may be.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Cybex International Inc), Agreement and Plan of Merger (Synergx Systems Inc), Agreement and Plan of Merger (Hirsch International Corp)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the (a) The directors and officers of Merger Sub immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation, and such directors and officers shall serve Corporation until the earlier of their successors have been duly elected resignation or appointed and qualified removal or until their deathrespective successors are duly elected and qualified, resignation or removal in accordance with as the Organizational Documents of the Surviving Corporationcase may be.
Appears in 4 contracts
Samples: Acquisition Agreement and Plan of Merger (EverBank Financial Corp), Acquisition Agreement and Plan of Merger (EverBank Financial Corp), Agreement and Plan of Merger (Per Se Technologies Inc)
Directors and Officers of the Surviving Corporation. From The directors of Merger Sub and the officers of the Company immediately prior to the Effective Time shall, from and after the Effective Time, the directors and officers of Merger Sub immediately prior to the Effective Time shall be the directors and officers officers, respectively, of the Surviving Corporation, and such directors and officers shall serve Corporation until their respective successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Organizational Documents PBCL and the Articles of Incorporation and By-laws of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (North Pittsburgh Systems Inc), Agreement and Plan of Merger (North Pittsburgh Systems Inc), Agreement and Plan of Merger (Consolidated Communications Holdings, Inc.)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors and officers of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified in accordance with the Surviving Corporation’s articles of incorporation and bylaws and applicable Law. The officers of WRECO immediately prior to the Effective Time shall be the officers of the Surviving Corporation, and such directors and officers shall serve Corporation until the earlier of their successors have been duly elected resignation or appointed and qualified removal or until their death, resignation or removal respective successors are duly elected and qualified in accordance with the Organizational Documents of the Surviving Corporation’s articles of incorporation and bylaws and applicable Law.
Appears in 4 contracts
Samples: Voting Agreement (Weyerhaeuser Real Estate Co), Voting Agreement (Weyerhaeuser Co), Voting Agreement (TRI Pointe Homes, Inc.)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with applicable law, (a) the directors and officers of Merger Sub immediately prior to at the Effective Time shall be the directors of the Surviving Corporation and (b) the officers of Merger Sub at the Effective Time shall be the officers of the Surviving Corporation, and such directors and officers shall serve until their successors have been duly elected or appointed and qualified or until their death, resignation or removal in accordance with the Organizational Documents of the Surviving Corporation.
Appears in 4 contracts
Samples: Employment Agreement (National Holdings Corp), Employment Agreement (Vfinance Inc), Agreement and Plan of Merger (Symmetricom Inc)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors and officers of Merger Sub immediately prior to the Effective Time shall be the directors and of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly designated, as the case may be. The officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, and such directors and officers shall serve Corporation until the earlier of their successors have been duly elected resignation or appointed and qualified removal or until their deathrespective successors are duly designated, resignation or removal in accordance with as the Organizational Documents of the Surviving Corporationcase may be.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Indevus Pharmaceuticals Inc), Agreement and Plan of Merger (Endo Pharmaceuticals Holdings Inc), Agreement and Plan of Merger (Indevus Pharmaceuticals Inc)
Directors and Officers of the Surviving Corporation. From and after The directors of Merger Sub immediately prior to the Effective Time, Time will be the directors of the Surviving Corporation, until the earlier of their death, resignation or removal or until their respective successors are duly elected and qualified, as the case may be. The officers of Merger Sub immediately prior to the Effective Time shall will be the directors and officers of the Surviving Corporation, and such directors and officers shall serve until their successors have been duly elected or appointed and qualified or until the earlier of their death, resignation or removal in accordance with or until their respective successors are duly elected and qualified, as the Organizational Documents of the Surviving Corporationcase may be.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (International Multifoods Corp), Agreement and Plan of Merger (Smtek International Inc), Agreement and Plan of Merger (Smucker J M Co)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors and officers of Merger Sub immediately prior to the Effective Time shall shall, from and after the Effective Time, be the directors of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall, from and after the Effective Time, be the officers of the Surviving Corporation, and such directors and officers shall serve until their respective successors shall have been duly elected or appointed elected, designated and qualified qualified, or until their earlier death, resignation or removal in accordance with the Organizational Documents of the Surviving Corporation's certificate of incorporation and by-laws.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Polyvision Corp), Agreement and Plan of Merger (Polyvision Corp), Agreement and Plan of Merger (Steelcase Inc)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors and officers of Merger Sub immediately prior to the Effective Time shall will, from and after the Effective Time, be the directors of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time will, from and after the Effective Time, be the officers of the Surviving Corporation, and such directors and officers shall serve in each case, until their respective successors have been duly elected elected, designated or appointed and qualified qualified, or until their earlier death, disqualification, resignation or removal in accordance with the Organizational Documents of the Surviving Corporation’s certificate of incorporation and bylaws.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Asensus Surgical, Inc.), Agreement and Plan of Merger (Asensus Surgical, Inc.), Agreement and Plan of Merger (Arena Pharmaceuticals Inc)
Directors and Officers of the Surviving Corporation. From and after the Merger Effective Time, the directors and officers of Merger Sub MergerCo immediately prior to the Merger Effective Time shall be the directors of the Surviving Corporation and the officers of the Company immediately prior to the Merger Effective Time shall be the officers of the Surviving Corporation, and such directors and officers shall serve in each case, until their respective successors have been are duly elected or appointed and qualified qualified, or until the earlier of their death, resignation or removal in accordance with the Organizational Documents of the Surviving Corporationremoval.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Allied World Assurance Co Holdings LTD), Agreement and Plan of Merger (Alleghany Corp /De), Agreement and Plan of Merger (Allied World Assurance Co Holdings LTD)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, until their respective successors are duly elected or appointed and qualified 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 immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation, and such directors and officers shall serve until their successors have been duly elected or appointed and qualified or until their death, resignation or removal in accordance with the Organizational Documents of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Chiasma, Inc), Agreement and Plan of Merger (Amryt Pharma PLC), Agreement and Plan of Merger (E Trade Financial Corp)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the (a) The directors and officers of Merger Sub immediately prior to the Effective Time shall shall, from and after the Effective Time, be the directors and officers of the Surviving Corporation, and such directors and officers shall serve until their successors have been duly elected or appointed and qualified or until the earlier of their death, resignation or removal in accordance with or until their respective successors are duly elected and qualified, as the Organizational Documents of the Surviving Corporationcase may be.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Teleflex Inc), Agreement and Plan of Merger (Chiquita Brands International Inc), Agreement and Plan of Merger (Chiquita Brands International Inc)
Directors and Officers of the Surviving Corporation. From and after the Merger Effective Time, the directors and officers of Merger Sub immediately prior to the Merger Effective Time shall be the directors and officers of the Surviving Corporation, and such directors and officers shall serve respectively, until their respective successors have been are duly elected or appointed and qualified qualified, or until the earlier of their death, resignation or removal in accordance with the Organizational Documents of the Surviving Corporationremoval.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Javelin Pharmaceuticals, Inc), Agreement and Plan of Merger (Javelin Pharmaceuticals, Inc), Agreement and Plan of Merger (Myriad Pharmaceuticals, Inc.)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors and officers of Merger Sub immediately prior to the Effective Time shall shall, from and after the Effective Time, be the directors and officers of the Surviving Corporation, and such directors and officers shall serve in each case until their respective successors shall have been duly elected or appointed and qualified qualified, or until their earlier death, resignation or removal in accordance with the Organizational Documents of the Surviving Corporation’s certificate of incorporation and bylaws and applicable Laws.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Borgwarner Inc), Agreement and Plan of Merger (Remy International, Inc.), Agreement and Plan of Merger (Drugstore Com Inc)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors and officers of Merger Sub immediately prior to the Effective Time shall shall, from and after the Effective Time, be appointed as the directors of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time, from and after the Effective Time, shall continue as the officers of the Surviving Corporation, and such directors and officers shall serve in each case until their respective successors shall have been duly elected elected, designated or appointed and qualified qualified, or until their earlier death, resignation or removal in accordance with the Organizational Documents of the Surviving Corporation’s certificate of incorporation and bylaws.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (First Consulting Group Inc), Agreement and Plan of Merger (Eagle Test Systems, Inc.), Agreement and Plan of Merger (Teradyne, Inc)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors and officers of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the directors of the Surviving Corporation, and the officers of the Merger Sub immediately prior to the Effective Time, from and after the Effective Time, shall be the directors and officers of the Surviving Corporation, and such directors and officers shall serve in each case until their respective successors shall have been duly elected or appointed and qualified qualified, or until their earlier death, resignation or removal in accordance with the Organizational Documents of the Surviving Corporation’s certificate of incorporation and bylaws and applicable Laws.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Remark Media, Inc.), Agreement and Plan of Merger (Banks.com, Inc.), Agreement and Plan of Merger (Remark Media, Inc.)
Directors and Officers of the Surviving Corporation. From and after The directors of Merger Sub immediately prior to the Effective Time, Time will be the directors of the Surviving Corporation until the next annual meeting (or the earlier of their resignation or removal) and until their respective successors are duly elected and qualified, as the case may be. The officers of Merger Sub immediately prior to the Effective Time shall will be the directors and officers of the Surviving Corporation, and such directors and officers shall serve Corporation until the earlier of their successors have been duly elected resignation or appointed and qualified removal or until their deathrespective successors are duly elected and qualified, resignation or removal in accordance with as the Organizational Documents of the Surviving Corporationcase may be.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (R H Donnelley Corp), Agreement and Plan of Merger (Dex Media Inc), Agreement and Plan of Merger (Dex Media West LLC)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors and officers of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation and the officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, and such directors and officers shall serve in each case, until their successors have been duly elected or appointed and qualified or until the earlier of their death, resignation or removal in accordance with or until their respective successors are duly elected and qualified, as the Organizational Documents of the Surviving Corporationcase may be.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Newell Co), Agreement and Plan of Merger (Rubbermaid Inc), Agreement and Plan of Merger (Royal Appliance Manufacturing Co)
Directors and Officers of the Surviving Corporation. From The directors of Merger Sub and those individuals designated by Parent on or prior to the Closing Date shall, from and after the Effective Time, the directors and officers of Merger Sub immediately prior to the Effective Time shall be the directors and officers officers, respectively, of the Surviving Corporation, and such directors and officers shall serve Corporation until their successors shall have been duly elected or appointed and or qualified or until their earlier death, resignation resignation, or removal in accordance with the Organizational Documents of the Surviving Corporation’s articles of incorporation and by-laws.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Isco Inc), Agreement and Plan of Merger (Isco Inc), Agreement and Plan of Merger (Benthos Inc)
Directors and Officers of the Surviving Corporation. From and after The directors of Merger Sub immediately prior to the Effective Time, Time shall be the directors and of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly designated, as the case may be. The officers of Merger Sub immediately prior to the Effective Time shall be the directors and initial officers of the Surviving Corporation, and such directors and officers shall serve Corporation until the earlier of their successors have been duly elected resignation or appointed and qualified removal or until their deathrespective successors are duly designated, resignation or removal in accordance with as the Organizational Documents of the Surviving Corporationcase may be.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Teva Pharmaceutical Industries LTD), Agreement and Plan of Merger (Nupathe Inc.), Agreement and Plan of Merger (Nupathe Inc.)
Directors and Officers of the Surviving Corporation. From and after Immediately following the Effective Time, (i) the directors and officers director of Merger Sub serving immediately prior to the Effective Time shall be the directors and officers director of the Surviving CorporationCorporation until the earlier of his death, and such directors and officers shall serve until their successors have been resignation or removal or the time at which his successor is duly elected or appointed and qualified or qualified, and (ii) the officers of Merger Sub serving immediately prior to the Effective Time shall be the officers of the Surviving Corporation until the earlier of their death, resignation or removal in accordance with or the Organizational Documents of the Surviving Corporationtime at which their respective successors are duly elected or appointed and qualified.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Media General Inc), Agreement and Plan of Merger (Nexstar Broadcasting Group Inc), Agreement and Plan of Merger (Nexstar Broadcasting Group Inc)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the directors and officers of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, and such directors and officers shall serve in each case, until their respective successors have been are duly elected or appointed and qualified qualified, or until the earlier of their death, resignation or removal in accordance with the Organizational Documents of the Surviving Corporationremoval.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (SRS Labs Inc), Agreement and Plan of Merger and Reorganization (SRS Labs Inc), Agreement and Plan of Merger and Reorganization (Dts, Inc.)
Directors and Officers of the Surviving Corporation. From and after the Merger Effective Time, until their respective successors are duly elected or appointed and qualified in accordance with Applicable Law, (a) the directors and officers of Merger Sub immediately prior to the Merger Effective Time shall be the directors of the Surviving Corporation and (b) the officers of the Company immediately prior to the Merger Effective Time shall be the officers of the Surviving Corporation, and such directors and officers shall serve until their successors have been duly elected or appointed and qualified or until their death, resignation or removal in accordance with the Organizational Documents of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bristol Myers Squibb Co), Agreement and Plan of Merger (Celgene Corp /De/)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors and officers of Merger Sub immediately prior to the Effective Time shall will be the directors of the Surviving Corporation until the next annual meeting (or the earlier of their resignation or removal) and until their respective successors are duly elected and qualified, as the case may be. The officers of Merger Sub immediately prior the Effective Time will be the officers of the Surviving Corporation, and such directors and officers shall serve Corporation until the earlier of their successors have been duly elected or appointed and qualified or until their death, resignation or removal in accordance with and until their respective successors are duly elected and qualified, as the Organizational Documents of the Surviving Corporationcase may be.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Exult Inc), Agreement and Plan of Merger (Hewitt Associates Inc)
Directors and Officers of the Surviving Corporation. From (a) The directors of Merger Corp immediately prior to the Effective Time shall, from and after the Effective Time, the directors and officers of Merger Sub immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation, and such directors and officers shall serve until their successors have been duly elected or appointed and qualified or until the earlier of their death, resignation or removal in accordance with or until their respective successors are duly elected and qualified, as the Organizational Documents of the Surviving Corporationcase may be.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pinnacle Foods Inc.), Agreement and Plan of Merger (Hillshire Brands Co)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors and the officers of Merger Sub immediately prior to the Effective Time shall shall, from and after the Effective Time, be the directors and officers officers, respectively, of the Surviving Corporation, and such directors and officers shall serve Corporation until their successors shall have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Organizational Documents of the Surviving Corporation’s Certificate of Incorporation and Bylaws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Allergan Inc), Agreement and Plan of Merger (Allergan Inc)
Directors and Officers of the Surviving Corporation. (a) From and after the Effective Time, the directors and officers of Merger Sub immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation, and such directors and officers shall serve until their successors shall have been duly elected elected, appointed or appointed and qualified or until their earlier death, resignation or removal in accordance with the Organizational Documents of Surviving Corporation Charter and the Surviving CorporationCorporation Bylaws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Clearwater Paper Corp), Agreement and Plan of Merger (Cellu Tissue Holdings, Inc.)
Directors and Officers of the Surviving Corporation. From and after The directors of Merger Sub immediately prior to the Effective Time, Time shall be the directors of the Surviving Corporation, serving 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 Merger Sub immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation, and such directors and officers shall serve serving until the earlier of their successors have been duly elected resignation or appointed and qualified removal or until their deathrespective successors are duly elected and qualified, resignation or removal in accordance with as the Organizational Documents of the Surviving Corporationcase may be.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Asterias Biotherapeutics, Inc.), Agreement and Plan of Merger (Biotime Inc)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors and officers of Merger Sub immediately prior to the Effective Time shall shall, from and after the Effective Time, be the directors of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall, from and after the Effective Time, be the officers of the Surviving Corporation, and such directors and officers shall serve in each case until their respective successors shall have been duly elected or appointed and qualified qualified, or until their earlier death, resignation or removal in accordance with the Organizational Documents of the Surviving Corporation’s certificate of incorporation and bylaws and applicable Laws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CBOE Holdings, Inc.), Agreement and Plan of Merger (Bats Global Markets, Inc.)
Directors and Officers of the Surviving Corporation. From (a)From and after the Effective Time, the directors and officers of Merger Sub immediately prior to the Effective Time shall be the only directors and officers of the Surviving Corporation, each to hold office until the earlier of his or her resignation, removal or death and such directors the due election and officers shall serve until qualification of their successors have been duly elected or appointed and qualified or until their death, resignation or removal in accordance with the Organizational Documents of the Surviving Corporationsuccessors.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Petrohawk Energy Corp), Agreement and Plan of Merger (BHP Billiton LTD)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors and officers of Merger Sub immediately prior to the Effective Time shall shall, from and after the Effective Time, be the directors and officers of the Surviving Corporation, and such directors the officers of the Surviving Corporation from and officers after the Effective Time shall serve be as determined by Parent in its sole discretion, in each case until their respective successors shall have been duly elected or appointed and qualified qualified, or until their earlier death, resignation or removal in accordance with the Organizational Documents of the Surviving Corporation’s certificate of incorporation and bylaws and applicable Laws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Audience Inc), Agreement and Plan of Merger (Knowles Corp)
Directors and Officers of the Surviving Corporation. From At the --------------------------------------------------- Effective Time, the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until their successors are elected or appointed and after qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and the bylaws of the Surviving Corporation. At the Effective Time, the directors and officers of Merger Sub immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation, and such directors and officers shall serve Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Organizational Documents certificate of incorporation and the bylaws of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Otg Software Inc), Agreement and Plan of Merger (Legato Systems Inc)
Directors and Officers of the Surviving Corporation. From and after The directors of Merger Sub immediately prior to the Effective Time, Time will be the directors of the Surviving Corporation, with each director holding office until the next annual meeting (or the earlier of their resignation or removal) and until their respective successors are duly elected and qualified, as the case may be. The officers of Merger Sub immediately prior to the Effective Time shall will be the directors and officers of the Surviving Corporation, and such directors and officers shall serve Corporation until the earlier of their successors have been duly elected resignation or appointed and qualified removal or until their deathrespective successors are duly elected and qualified, resignation or removal in accordance with as the Organizational Documents of the Surviving Corporationcase may be.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (National Atlantic Holdings Corp), Agreement and Plan of Merger (National Atlantic Holdings Corp)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors and officers of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation each to hold office in accordance with the articles of incorporation and code of regulations of the Surviving Corporation, and the officers of the Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, and such directors and officers shall serve in each case, until their successors have been duly elected or appointed and qualified or until the earlier of their death, resignation or removal in accordance with or until their respective successors are duly elected and qualified, as the Organizational Documents of the Surviving Corporationcase may be.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rent a Center Inc De), Agreement and Plan of Merger (Rainbow Rentals Inc)
Directors and Officers of the Surviving Corporation. From and after At the Effective Time, subject to applicable Laws, (i) the existing members of the board of directors and officers of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal, and (ii) the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, Corporation and such directors and officers shall serve hold office until their respective successors have been are duly elected and qualified, or appointed and qualified or until their earlier death, resignation or removal in accordance with the Organizational Documents of the Surviving Corporationremoval.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gerdau Ameristeel Corp), Agreement and Plan of Merger (Chaparral Steel CO)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors and officers of Merger Sub immediately prior to the Effective Time shall shall, from and after the Effective Time, be the directors of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall, from and after the Effective Time, be the officers of the Surviving Corporation, and such directors and officers shall serve in each case until their respective successors shall have been duly elected elected, designated or appointed and qualified qualified, or until their earlier death, resignation or removal in accordance with the Organizational Documents of the Surviving Corporation's Certificate of Incorporation and Bylaws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Turbochef Technologies Inc), Agreement and Plan of Merger (Middleby Corp)
Directors and Officers of the Surviving Corporation. From and after the Merger Effective Time, (i) the directors and officers of Merger Sub immediately prior to the Merger Effective Time, as set forth on a schedule delivered by Parent to the Company prior to the Merger Effective Time, shall be the directors of the Surviving Corporation and (ii) the officers of the Company immediately prior to the Merger Effective Time shall be the directors and officers of the Surviving Corporation, and such directors and officers shall serve in each case, until their respective successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Organizational Documents of the Surviving Corporationremoval.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (PRA International), Agreement and Plan of Merger (PRA International)
Directors and Officers of the Surviving Corporation. From and after The directors of Merger Sub immediately prior to the Effective Time, Time shall be the directors of the Surviving Corporation until the next annual meeting (or the earlier of their resignation or removal) and until their respective successors are duly elected and qualified, as the case may be. The officers of Merger Sub immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation, and such directors and officers shall serve Corporation until the earlier of their successors have been duly elected resignation or appointed and qualified removal or until their deathrespective successors are duly elected and qualified, resignation or removal in accordance with as the Organizational Documents of the Surviving Corporationcase may be.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lincoln National Corp), Agreement and Plan of Merger (Jefferson Pilot Corp)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors and officers of Merger Sub the Initial Surviving Corporation immediately prior to the Subsequent Merger Effective Time shall shall, from and after the Subsequent Merger Effective Time, be the directors and officers of the Surviving Corporation, and such directors and officers shall serve 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 Organizational Documents of Charter, the Surviving CorporationBylaws and applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (BridgeBio Pharma, Inc.), Agreement and Plan of Merger (BridgeBio Pharma, Inc.)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors and officers of Merger Sub immediately prior to the Effective Time shall shall, from and after the Effective Time, be the directors and officers of the Surviving Corporation, and such directors and officers shall serve in each case until their respective successors shall have been duly elected or appointed and qualified qualified, or until their earlier death, resignation or removal in accordance with the Organizational Documents of the Surviving Corporation’s articles of incorporation and bylaws and applicable Laws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ingredion Inc), Agreement and Plan of Merger (Penford Corp)
Directors and Officers of the Surviving Corporation. From The directors and officers of the Merger Sub at the Effective Time shall, from and after the Effective Time, the directors and officers of Merger Sub immediately prior to the Effective Time shall be the directors and officers officers, respectively, of the Surviving Corporation, and such directors and officers shall serve Corporation until their successors shall have been duly elected or appointed and or qualified or until their earlier death, resignation or removal in accordance with the Organizational Documents articles of incorporation and the by-laws of the Surviving Corporation.
Appears in 2 contracts
Samples: Exhibit 99 (Hcia Inc), Agreement and Plan of Merger and Reorganization (Solomon Technologies Inc)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors and officers of Merger Sub in office immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation, and such directors and officers shall serve Corporation until their successors have been duly elected or appointed and qualified or until the earlier of their death, resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may be, in accordance with the Organizational Documents DGCL and the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub in office immediately prior to the Effective Time shall be the officers of the Surviving Corporation until the earlier of their death, resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may be.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (McEwen Mining Inc.), Agreement and Plan of Merger (Timberline Resources Corp)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors and officers of Merger Sub immediately prior to before the Effective Time shall will be the initial directors of the Surviving Corporation and the officers of the Company immediately before the Effective Time will be the initial officers of the Surviving Corporation, and such directors and officers shall serve in each case until their successors have been are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Organizational Documents certificate of incorporation and bylaws of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Alleghany Corp /De)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors and officers of Merger Sub immediately prior to the Effective Time shall shall, from and after the Effective Time, be the directors of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time, from and after the Effective Time, shall continue as the officers of the Surviving Corporation, and such directors and officers shall serve in each case until their respective successors shall have been duly elected or appointed and qualified qualified, or until their earlier death, resignation or removal in accordance with the Organizational Documents of the Surviving Corporation’s certificate of incorporation and bylaws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Prospect Medical Holdings Inc), Agreement and Plan of Merger (Inventiv Health Inc)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors and officers of Merger Sub immediately prior to the Effective Time shall shall, from and after the Effective Time, be the directors of the Surviving Corporation and the officers of Company immediately prior to the Effective Time shall, from and after the Effective Time, be officers of the Surviving Corporation, and such directors and officers shall serve in each case until their respective successors shall have been duly elected elected, designated or appointed and qualified qualified, or until their earlier death, resignation or removal in accordance with the Organizational Documents of the Surviving Corporation’s Certificate of Incorporation and Bylaws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (G&R Acquisition, Inc.), Agreement and Plan of Merger (Max & Ermas Restaurants Inc)
Directors and Officers of the Surviving Corporation. From The directors of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the directors of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall shall, from and after the Effective Time, be the directors and officers of the Surviving Corporation, and such directors and officers shall serve in each case until their respective successors shall have been duly elected or appointed elected, designated and qualified qualified, or until their earlier death, resignation or removal in accordance with the Organizational Documents of the Surviving Corporation's certificate of incorporation and by-laws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sweetheart Holdings Inc \De\), Agreement and Plan of Merger (Solo Texas, LLC)
Directors and Officers of the Surviving Corporation. From (a) The directors of Merger Sub I immediately prior to the Effective Time shall, from and after the Effective Time, the directors and officers of Merger Sub immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation, and such directors and officers shall serve until their successors have been duly elected or appointed and qualified or until the earlier of their death, resignation or removal in accordance with or until their respective successors are duly elected and qualified, as the Organizational Documents of the Surviving Corporationcase may be.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Health Net Inc), Agreement and Plan of Merger (Centene Corp)
Directors and Officers of the Surviving Corporation. From and after The directors of the Effective Time, the directors and officers of Merger Sub immediately prior to the Effective Time shall shall, from and after the Effective Time, be the directors of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall, from and after the Effective Time, be the officers of the Surviving Corporation, and such directors and officers shall serve in each case until their respective successors shall have been duly elected elected, designated or appointed and qualified qualified, or until their earlier death, resignation or removal in accordance with the Organizational Documents of the Surviving Corporation’s Articles of Incorporation and Bylaws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (JLG Industries Inc), Agreement and Plan of Merger (Oshkosh Truck Corp)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors and officers of Merger Sub as of immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, Corporation as of the Effective Time and such directors and officers shall serve hold office until their respective successors have been are duly elected and qualified, or appointed and qualified or until their earlier death, resignation or removal in accordance with and the Organizational Documents officers of Merger Sub as of immediately prior to the Effective Time shall be the initial officers of the Surviving CorporationCorporation as of the Effective Time and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Enerflex Ltd.), Agreement and Plan of Merger (Exterran Corp)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors and officers of Merger Sub immediately prior to the Effective Time shall shall, from and after the Effective Time, be the directors of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall, from and after the Effective Time, be the officers of the Surviving Corporation, and such directors and officers shall serve in each case until their respective successors shall have been duly elected elected, designated or appointed and qualified qualified, or until their earlier death, resignation or removal in accordance with the Organizational Documents of the Surviving Corporation’s charter and bylaws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Performance Food Group Co), Agreement and Plan of Merger (Genesco Inc)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the (i) The directors and officers of Merger Sub immediately prior to the Effective Time shall will be the directors of the Surviving Corporation, until the earlier of their death, resignation, or removal or until their respective successors are duly elected and qualified, as the case may be; and (ii) the officers of the Company immediately prior to the Effective Time will be the officers of the Surviving Corporation, and such directors and officers shall serve until the earlier of their successors have been duly elected death, resignation, or appointed and qualified removal or until their deathrespective successors are duly elected and qualified, resignation or removal in accordance with as the Organizational Documents of the Surviving Corporationcase may be.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Koppers Holdings Inc.)
Directors and Officers of the Surviving Corporation. From The directors of Merger Sub and the officers of the Company immediately prior to the Effective Time shall, from and after the Effective Time, the directors and officers of Merger Sub immediately prior to the Effective Time shall be the directors and officers officers, respectively, of the Surviving Corporation, and such directors and officers shall serve Corporation until their successors shall have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Organizational Documents of DGCL and the Surviving Corporation’s Certificate of Incorporation and By-Laws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (COHOES FASHIONS of CRANSTON, Inc.)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the (a) The directors and officers of Merger Sub immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation, and such directors and officers shall serve Corporation until the earlier of their resignation or removal or until their successors have been are duly elected or appointed and qualified or until their deathqualified, resignation or removal in accordance with as the Organizational Documents of the Surviving Corporationcase may be.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. From and after Immediately prior to the Effective Time, the Company’s directors and officers shall resign, and the directors and officers of Merger Sub Subsidiary immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation, and such directors and officers shall serve 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 Organizational Documents Articles of Incorporation and Bylaws of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Rxi Pharmaceuticals Corp)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the directors and officers of Merger Sub immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation, and such directors and officers shall serve Corporation until their successors have been duly elected or appointed and qualified or until the earlier of their death, resignation or removal in accordance with or until their respective successors are duly designated or elected and qualified, as the Organizational Documents case may be. From and after the Effective Time, the officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving CorporationCorporation until the earlier of their death, resignation or removal or until their respective successors are duly elected or appointed, as the case may be.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. From and after The directors of Merger Sub immediately prior to the Effective Time, Time shall be the directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation, and such directors and officers shall serve in each case, until their successors have been duly elected or appointed and qualified or until the earlier of their death, resignation or removal in accordance with or until their respective successors are duly elected and qualify, as the Organizational Documents of the Surviving Corporationcase may be.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Valeant Pharmaceuticals International)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors and officers of Merger Sub immediately as of the Effective Time shall serve as the directors of the Surviving Corporation until the earlier of their death, resignation or removal or otherwise ceasing to be a director or until their respective successors are duly elected or appointed and qualified. The Persons designated by the board of directors of Merger Sub prior to the Effective Time shall be serve as the directors and officers of the Surviving Corporation, and such directors and officers shall serve Corporation until their successors have been duly elected or appointed and qualified or until the earlier of their death, resignation or removal in accordance with the Organizational Documents of the Surviving Corporationor otherwise ceasing to be an officer or until their respective successors are duly elected or appointed and qualified.
Appears in 1 contract
Samples: Agreement and Plan of Merger (American Oil & Gas Inc)
Directors and Officers of the Surviving Corporation. From and after (a) At the Effective Time, by virtue of the Merger, the directors and officers of Merger Sub immediately prior to the Effective Time shall be the directors and officers of the Surviving CorporationCorporation immediately after the Effective Time, each to hold office in accordance with the certificate of incorporation and such directors and officers shall serve bylaws of the Surviving Corporation 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 Organizational Documents certificate of incorporation and bylaws of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Communications Sales & Leasing, Inc.)
Directors and Officers of the Surviving Corporation. From and after (a) At the Effective Time, the directors and officers of Merger Sub immediately prior to the Effective Time shall shall, from and after the Effective Time, be the directors and officers of the Surviving Corporation, and such directors and officers shall serve Corporation until their successors have been duly elected or appointed and qualified qualified, or until their earlier death, resignation or removal in accordance with removal. Prior to the Organizational Documents Effective Time, the Company shall take all necessary action so that at the Effective Time, all of the Surviving Corporationdirectors of the Company as of immediately prior to such time shall have resigned.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. From and after The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation immediately following the Effective Time, and the directors and officers of Merger Sub immediately prior to the Effective Time shall be the directors and officers of the Surviving CorporationCorporation immediately following the Effective Time, and such directors and officers shall serve in each case until their respective successors have been are duly elected or appointed and qualified or until their earlier death, resignation or removal removal, in accordance with each case as provided in the Organizational Documents certificate of incorporation and bylaws of the Surviving CorporationCorporation and by applicable Law.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation and the directors and officers of Merger Sub immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation, and such directors and officers shall serve in each case, until their respective successors have been are duly elected or appointed and qualified or until their death, resignation or removal in accordance with the Organizational Documents of the Surviving Corporationqualified.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. From and after Unless otherwise agreed by the parties hereto prior to the Effective Time, the directors and officers of Merger Sub immediately prior to the Effective Time shall be become the directors and officers of the Surviving CorporationCorporation immediately after the Effective Time, and each to hold such directors and officers shall serve office until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal removal, or otherwise in accordance with the Organizational Documents provisions of the certificate of incorporation and bylaws of the Surviving Corporation.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. From and after the Merger Effective Time, the directors and officers of Merger Sub immediately prior to the Merger Effective Time shall be the directors of the Surviving Corporation and the officers of the Company immediately prior to the Merger Effective Time shall be the officers of the Surviving Corporation, and such directors and officers shall serve in each case, until their respective successors have been are duly elected or appointed and qualified qualified, or until the earlier of their death, resignation or removal in accordance with the Organizational Documents of the Surviving Corporationremoval.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors and officers of Merger Sub immediately prior to the Effective Time shall shall, from and after the Effective Time, be the directors of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall, from and after the Effective Time, be the officers of the Surviving Corporation, and such directors and officers shall serve in each case, until their respective successors shall have been duly elected elected, designated or appointed and qualified qualified, or until their earlier death, resignation or removal in accordance with the Organizational Documents of the Surviving Corporation’s Certificate of Incorporation and Bylaws.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. From The directors of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the directors of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall shall, from and after the Effective Time, be the directors and officers of the Surviving Corporation, and such directors and officers shall serve in each case until their respective successors shall have been duly elected or appointed and qualified qualified, or until their earlier death, resignation or removal in accordance with the Organizational Documents of the Surviving Corporation’s certificate of incorporation and bylaws and applicable Law.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. From The directors and officers of Merger Subsidiary immediately prior to the Effective Time shall, from and after the Effective Time, the directors and officers of Merger Sub immediately prior to the Effective Time shall be the directors and officers officers, respectively, of the Surviving Corporation, and such directors and officers shall serve Corporation until their respective successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Organizational Documents DGCL, the certificate of incorporation and the bylaws of the Surviving Corporation.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation and until their respective successors are duly elected and qualified, and the officers of Merger Sub immediately prior to the Effective Time shall be the directors and initial officers of the Surviving Corporation, and such directors and officers shall serve in each case until the earlier of their resignation or removal or the date their respective successors have been are duly elected or appointed appointed, as the case may be, and qualified or until their death, resignation or removal in accordance with the Organizational Documents of the Surviving Corporationqualified.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the directors and officers of Merger Sub SPV immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. From and after the Effective Time, the officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, and such directors and officers shall serve Corporation until the earlier of their successors have been duly elected resignation or appointed and qualified removal or until their deathrespective successors are duly elected and qualified, resignation or removal in accordance with as the Organizational Documents of the Surviving Corporationcase may be.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Marlborough Software Development Holdings Inc.)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors and officers of Merger Sub immediately prior to the Effective Time shall be be, from and after the Effective Time, the directors and officers of the Surviving Corporation, and such directors and officers shall serve Corporation until their successors have been are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Organizational Documents of Surviving Charter, the Surviving CorporationBylaws and the CCC.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the (a) The directors and officers of Merger Sub immediately prior to the Effective Time shall be the directors and officers of the Surviving CorporationCorporation immediately following the Effective Time, and such directors and officers shall serve 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 Organizational Documents certificate of incorporation and bylaws of the Surviving Corporation.. (b) The officers of the Surviving Corporation after the Effective Time shall be the individuals designated by Purchaser in its sole discretion. 2.6
Appears in 1 contract
Samples: Agreement and Plan of Merger (Schweitzer Mauduit International Inc)
Directors and Officers of the Surviving Corporation. From and after The directors of Merger Sub immediately prior to the Effective TimeTime shall be the initial directors of the Surviving Corporation, and they will serve until the directors earlier of their resignation or removal or until their respective successors are duly elected and qualified. The officers of Merger Sub immediately prior to the Effective Time shall be the directors and initial officers of the Surviving CorporationCorporation (each such Person holding the same office with respect to the Surviving Corporation as such Person held with the Merger Sub), and such directors and officers shall they will serve until the earlier of their successors have been duly elected resignation or appointed and qualified removal or until their death, resignation or removal in accordance with the Organizational Documents of the Surviving Corporationrespective successors are duly elected and qualified.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Datawave Systems Inc)
Directors and Officers of the Surviving Corporation. From The directors of Merger Sub at the Effective Time, who shall have been appointed by at least a majority of the existing board of directors of the Company pursuant to Section 6.14, shall, from and after the Effective Time, remain the initial directors and officers of Merger Sub immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation, and such directors and officers shall serve Corporation until their successors shall have been duly elected or appointed and or qualified or until their earlier death, resignation or removal in accordance with the Organizational Documents Surviving Corporation’s certificate of incorporation and by-laws. The officers of the Company at the Effective Time shall, from and after the Effective Time, be the initial officers of the Surviving Corporation until their successors shall have been duly elected or appointed or 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
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors and officers of Merger Sub immediately prior to the Effective Time shall be become, from and after the Effective Time, the directors of the Surviving Corporation until their successors are duly elected and qualified or until their earlier death, resignation or removal. The officers of the Company immediately before the Effective Time shall be, from and after the Effective Time, the officers of the Surviving Corporation, and such directors and officers shall serve Corporation until their successors have been are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Organizational Documents of the Surviving Corporation’s Certificate of Formation and by-laws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Edelman Financial Group Inc.)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors and officers of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation 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 immediately prior to the Effective Time shall be the officers of the Surviving Corporation, and such directors and officers shall serve Corporation until the earlier of their successors have been duly elected resignation or appointed and qualified removal or until their deathrespective successors are duly elected and qualified, resignation or removal in accordance with as the Organizational Documents of the Surviving Corporationcase may be.
Appears in 1 contract
Samples: Agreement and Plan of Merger (En Pointe Technologies Inc)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors and officers of Merger Sub immediately prior to the Effective Time shall will be the directors of the Surviving Corporation until the next annual meeting (or the earlier of their resignation or removal) and until their respective successors are duly elected and qualified, as the case may be. The officers of Merger Sub immediately prior the Effective Time will be the officers of the Surviving Corporation, and such directors and officers shall serve Corporation until the earlier of their successors have been duly elected or appointed and qualified or until their death, resignation or removal in accordance with and until their respective successors are duly elected and qualified, as the Organizational Documents of the Surviving Corporation.case may be. ARTICLE II
Appears in 1 contract
Samples: Agreement and Plan of Merger (Hewitt Associates Inc)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors and officers of Merger Sub immediately prior to the Effective Time shall shall, from and after the Effective Time, be the directors and officers officers, respectively, of the Surviving Corporation, and such directors and officers shall serve Corporation until their successors shall have been duly elected or appointed and or qualified or until their earlier death, resignation or removal in accordance with the Organizational Documents of the Surviving Corporation’s certificate of incorporation and bylaws.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. From The directors of Merger Sub and the officers of the Company immediately prior to the Effective Time shall, from and after the Effective Time, the directors and officers of Merger Sub immediately prior to the Effective Time shall be the directors and officers officers, respectively, of the Surviving Corporation, and such directors and officers shall serve Corporation until their successors shall have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Organizational Documents of the Surviving Corporation's Articles of Incorporation and Bylaws.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors and officers of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation; provided that the President and officers Chief Executive Officer of AmerUs shall be a director of the Surviving Corporation, with each director holding office until the next annual meeting (or the earlier of their resignation or removal) and such directors and officers shall serve until their respective successors have been are duly elected and qualified, as the case may be. The officers of AmerUs immediately prior to the Effective Time shall be the officers of the Surviving Corporation until the earlier of their resignation or appointed and qualified removal or until their deathrespective successors are duly appointed and qualified, resignation or removal in accordance with as the Organizational Documents of the Surviving Corporationcase may be.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors and officers of Merger Sub immediately prior to before the Effective Time shall will be the initial directors of the Surviving Corporation and the officers of the Company immediately before the Effective Time will be the initial officers of the Surviving Corporation, and such directors and officers shall serve in each case until their successors have been are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Organizational Documents Amended and Restated Certificate of the Surviving CorporationIncorporation and Amended and Restated Bylaws, in each case, as may be amended from time to time.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. From and after At the Effective Time, the directors and officers of Merger Sub immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation, and such directors and officers shall serve until the earlier of their resignation or removal or until their successors have been are duly elected or appointed and qualified or until their deathqualified. At the Effective Time, resignation or removal in accordance with the Organizational Documents 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 (Silicon Valley Group Inc)
Directors and Officers of the Surviving Corporation. From and after The directors of Merger Sub immediately prior to the Effective Time, Time shall be the directors of the Surviving Corporation, each to hold office in accordance with the Articles of Incorporation and Bylaws of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation, and such directors and officers shall serve in each case, until their successors have been duly elected or appointed and qualified or until the earlier of their death, resignation or removal in accordance with or until their respective successors are duly elected and qualify, as the Organizational Documents of the Surviving Corporationcase may be.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors and officers of Merger Sub immediately prior to the Effective Time shall shall, from and after the Effective Time, be the directors and officers officers, respectively, of the Surviving Corporation, and such directors and officers shall serve Corporation until their respective successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Organizational Documents certificate of incorporation and the bylaws of the Surviving Corporation.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. From The directors and officers of Merger Sub at the Effective Time shall, from and after the Effective Time, the directors and officers of Merger Sub immediately prior to the Effective Time shall be the directors and officers officers, respectively, of the Surviving Corporation, and such directors and officers shall serve Corporation until their successors shall have been duly elected or appointed and or qualified or until their earlier death, resignation or removal in accordance with the Organizational Documents of the Surviving Corporation's articles of incorporation and bylaws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Boardwalk Casino Inc)
Directors and Officers of the Surviving Corporation. From The directors of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the directors of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall shall, from and after the Effective Time, be the directors and officers of the Surviving Corporation, and such directors and officers shall serve in each case until their respective successors shall have been duly elected elected, designated or appointed and qualified qualified, or until their earlier death, resignation or removal in accordance with the Organizational Documents of the Surviving Corporation’s certificate of incorporation and bylaws.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. From and after a. The directors of the Effective Time, the directors and officers of Merger Sub immediately prior to at the Effective Time of the Merger shall be become the directors and officers of the Surviving Corporation, and such directors and officers shall serve Corporation until the earlier of their successors have been duly elected resignation or appointed and qualified removal or until their deathrespective successors are duly elected and qualified, resignation or removal in accordance with as the Organizational Documents of the Surviving Corporationcase may be.
Appears in 1 contract
Samples: Agreement of Merger (Sohu Com Inc)
Directors and Officers of the Surviving Corporation. From and The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation immediately after the Effective Time, each to hold the directors office in accordance with the provisions of the Certificate of Incorporation and bylaws of the Surviving Corporation until their successors are duly elected or appointed and qualified or their earlier death, resignation or removal. The officers of Merger Sub immediately prior to the Effective Time shall be the directors and officers of the Surviving CorporationCorporation immediately after the Effective Time, and such directors and officers shall serve until their successors have been duly elected or appointed and qualified or until their death, resignation or removal each to hold office in accordance with the Organizational Documents bylaws of the Surviving Corporation.
Appears in 1 contract
Samples: Note Cancellation Agreement (Live Current Media Inc.)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, (i) the directors and officers of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and (ii) the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, and such directors and officers shall serve in each case, until their respective successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Organizational Documents certificate of incorporation and the bylaws of the Surviving CorporationCorporation and Applicable Law as in effect from time to time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Surgery Partners, Inc.)
Directors and Officers of the Surviving Corporation. From The directors of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the directors of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall shall, from and after the Effective Time, be the directors and officers of the Surviving Corporation, and such directors and officers shall serve in each case until their respective successors shall have been duly elected elected, designated or appointed and qualified qualified, or until their earlier death, resignation or removal in accordance with the Organizational Documents of the Surviving Corporation’s Certificate of Incorporation and By-Laws.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. From The directors of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the directors of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall shall, from and after the Effective Time, be the directors and officers of the Surviving Corporation, and such directors and officers shall serve in each case until their respective successors shall have been duly elected or appointed elected, designated and qualified qualified, or until their earlier death, resignation or removal in accordance with the Organizational Documents of the Surviving Corporation's certificate of formation and bylaws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Jones Lang Lasalle Inc)
Directors and Officers of the Surviving Corporation. From and after The directors of Merger Sub immediately prior to the Effective Time, Time shall be the directors of the Surviving Corporation, each to hold office in accordance with the articles of incorporation and bylaws of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation, and such directors and officers shall serve in each case, until their successors have been duly elected or appointed and qualified or until the earlier of their death, resignation or removal in accordance with or until their respective successors are duly elected and qualify, as the Organizational Documents of the Surviving Corporationcase may be.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors and officers of Merger Sub immediately prior to the Effective Time shall shall, from and after the Effective Time, be the directors of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall, from and after the Effective Time, be the officers of the Surviving Corporation, and such directors and officers shall serve in each case until their respective successors shall have been duly elected elected, designated or appointed and qualified qualified, or until their earlier death, resignation or removal in accordance with the Organizational Documents of the Surviving Corporation’s Certificate of Incorporation and By-Laws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Adaptimmune Therapeutics PLC)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, The parties shall take all requisite action so that the directors and officers of the Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case to hold office in accordance with the term of office set forth in certificate of incorporation and such directors bylaws of the Surviving Corporation and officers shall serve until their successors have been are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Organizational Documents of the Surviving Corporationremoval.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Regal Entertainment Group)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors and officers of Merger Sub immediately prior to the Effective Time shall shall, from and after the Effective Time, be the directors of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall, from and after the Effective Time, be the officers of the Surviving Corporation, and such directors and officers shall serve in each case until their respective successors shall have been duly elected elected, designated or appointed and qualified qualified, or until their earlier death, resignation or removal in accordance with the Organizational Documents of the Surviving Corporation's certificate of incorporation and by-laws.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. From The directors of Merger Sub, as of immediately prior to the Effective Time shall, from and after the Effective Time, the directors and officers of Merger Sub immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation, and such directors and officers shall serve Corporation until their successors shall have been duly elected or appointed and or qualified or until their earlier death, resignation or removal in accordance with the Organizational Documents Surviving Corporation’s certificate of incorporation and bylaws. The initial officers of the Surviving CorporationCorporation shall be the officers of Merger Sub.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. From The directors of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the directors of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall shall, from and after the Effective Time, be the directors and officers of the Surviving Corporation, and such directors and officers shall serve in each case until their respective successors shall have been duly elected elected, designated or appointed and qualified qualified, or until their earlier death, resignation or removal in accordance with the Organizational Documents of the Surviving Corporation's Certificate of Incorporation and By-Laws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Akari Therapeutics PLC)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors and officers of Merger Merger-Sub immediately prior to the Effective Time shall shall, from and after the Effective Time, be the directors and officers of the Surviving Corporation, and such directors shall appoint the officers of Xxxxxxxx as set forth on Schedule 1.5 to be the officers of the Surviving Corporation. The directors and officers of the Surviving Corporation shall serve until their successors shall have been duly elected or appointed and qualified or until their earlier death, resignation resignation, or removal in accordance with the Organizational Documents of the Surviving Corporation's Certificate of Incorporation and Bylaws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Marketing Services Group Inc)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors and officers of Merger Sub immediately prior to the Effective Time shall shall, from and after the Effective Time, be the directors and officers officers, respectively, of the Surviving Corporation, and such directors and officers shall serve Corporation until their successors shall have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Organizational Documents of the Surviving Corporation’s certificate of incorporation and by-laws.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. From and after Immediately prior to the Effective Time, the Company's directors shall resign, and the directors of Merger Subsidiary and the officers of Merger Sub the Company immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation, and such directors and officers shall serve 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 Organizational Documents Articles of Incorporation and Bylaws of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Nuvel Holdings, Inc.)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, the The directors and officers of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the next annual meeting (or the earlier of their resignation or removal) and until their respective successors are duly elected and qualified, as the case may be. The officers of Republic immediately prior to the Effective Time shall be the officers of the Surviving Corporation, and such directors and officers shall serve Corporation until the earlier of their successors have been duly elected resignation or appointed and qualified removal or until their deathrespective successors are duly elected and qualified, resignation or removal in accordance with as the Organizational Documents of the Surviving Corporationcase may be.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Republic Companies Group, Inc.)
