Directors and Officers of the Surviving Corporation. The directors of Purchaser immediately prior to the Effective Time 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, in each case until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylaws.
Appears in 12 contracts
Samples: Agreement and Plan of Merger (Presstek Inc /De/), Agreement and Plan of Merger (International Paper Co /New/), Agreement and Plan of Merger (Volcom Inc)
Directors and Officers of the Surviving Corporation. The directors of the Purchaser immediately prior to the Effective Time 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 TimeTime shall, from and after the Effective Time, shall continue as be the officers of the Surviving Corporation, in each case until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate Certificate of incorporation Incorporation and bylawsBylaws.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (OAO Severstal), Agreement and Plan of Merger (OAO Severstal), Agreement and Plan of Merger (Eagle Supply Group Inc)
Directors and Officers of the Surviving Corporation. The directors and officers of Purchaser immediately prior to at the Effective Time shall, from and after the Effective Time, be appointed as the initial directors and officers, respectively, 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, in each case Corporation until their respective successors shall have been duly elected, designated elected or qualified, appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate 's Certificate of incorporation Incorporation and bylawsBy-Laws.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Wolters Kluwer Us Corp), Agreement and Plan of Merger (Ovid Technologies Inc), Agreement and Plan of Merger (Wolters Kluwer Us Corp)
Directors and Officers of the Surviving Corporation. The directors and officers of Purchaser immediately prior to at the Effective Time shall, from and after the Effective Time, be appointed as the directors and officers, respectively, 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, in each case Corporation until their respective successors shall have been duly elected, designated elected or qualified, appointed or qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate 's articles of incorporation and bylaws.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Psicor Inc), Agreement and Plan of Merger (Herbalife International Inc), Agreement and Plan of Merger (Baxter International Inc)
Directors and Officers of the Surviving Corporation. The directors of Purchaser immediately prior to the Effective Time shall, from and after the Effective Time, be appointed as the directors of the Surviving Corporation, and the officers of the Company Purchaser immediately prior to the Effective TimeTime shall, from and after the Effective Time, shall continue as be the officers of the Surviving Corporation, in each case until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate 's Certificate of incorporation Incorporation and bylawsBylaws.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Yahoo Inc), Document Agreement and Plan of Merger (Yahoo Inc), Agreement and Plan of Merger (Signalsoft Corp)
Directors and Officers of the Surviving Corporation. The directors and officers of the Purchaser immediately prior to at the Effective Time shall, from and after the Effective Time, be appointed as the directors and officers, respectively, 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, in each case Corporation until their respective successors shall have been duly elected, designated elected or qualified, appointed or qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate 's Articles of incorporation Incorporation and bylawsBylaws.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Pca International Inc), Agreement and Plan of Merger (American Studios Inc), Agreement and Plan of Merger (American Studios Inc)
Directors and Officers of the Surviving Corporation. The directors of Purchaser immediately prior to the Effective Time shall, from and after the Effective Time, be appointed as the directors of the Surviving Corporation, and the officers of the Company Purchaser immediately prior to the Effective Time, from and after the Effective Time, shall continue be appointed as the officers of the Surviving Corporation, in each case until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylaws.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Patient Safety Technologies, Inc), Agreement and Plan of Merger (Cougar Biotechnology, Inc.), Agreement and Plan of Merger (Johnson & Johnson)
Directors and Officers of the Surviving Corporation. The --------------------------------------------------- directors of the Purchaser immediately prior to the Effective Time 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 TimeTime shall, from and after the Effective Time, shall continue as be the officers of the Surviving Corporation, in each case until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate 's Certificate of incorporation Incorporation and bylawsBylaws.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cendant Corp), Agreement and Plan of Merger (Sage Group PLC), Agreement and Plan of Merger (Cheap Tickets Inc)
Directors and Officers of the Surviving Corporation. The directors of the Purchaser immediately prior to the Effective Time 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 TimeTime shall, from and after the Effective Time, shall continue as be the officers of the Surviving Corporation, in each case until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylaws.Certificate of
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Esmark INC), Agreement and Plan of Merger (Lifecell Corp), Agreement and Plan of Merger (Esmark INC)
Directors and Officers of the Surviving Corporation. The directors of Purchaser immediately prior to the Effective Time shall, from and after the Effective Time, be appointed as the directors of the Surviving Corporation, Corporation and the officers of the Company Purchaser immediately prior to the Effective TimeTime shall, from and after the Effective Time, shall continue as the be officers of the Surviving Corporation, in each case until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate 's Certificate of incorporation Incorporation and bylawsBylaws.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Vixel Corp), Noncompetition Agreement (Emulex Corp /De/), Agreement and Plan of Merger (Emulex Corp /De/)
Directors and Officers of the Surviving Corporation. The directors of the Purchaser immediately prior to the Effective Time shall, from and after the Effective Time, be appointed as the directors of the Surviving Corporation, and the officers of the Company Purchaser immediately prior to the Effective Time, from and after the Effective Time, shall continue as be the officers of the Surviving Corporation, in each case until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate articles of incorporation and bylaws.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (New 360), Agreement and Plan of Merger and Reorganization (DG FastChannel, Inc), Agreement and Plan of Merger and Reorganization (Point 360)
Directors and Officers of the Surviving Corporation. The directors and officers of the Purchaser immediately prior to at the Effective Time shall, from and after the Effective Time, be appointed as the directors and officers, respectively, 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, in each case Corporation until their respective successors shall have been duly elected, designated elected or qualified, appointed or qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate 's Certificate of incorporation Incorporation and bylawsBy-laws.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (L 3 Communications Corp), Agreement and Plan of Merger (Aydin Corp), Agreement and Plan of Merger (Aydin Corp)
Directors and Officers of the Surviving Corporation. The From and after the Merger Effective Time, the directors of Purchaser immediately prior to the Merger Effective Time shall, from and after the Effective Time, shall be appointed as the directors of the Surviving Corporation, Corporation and the officers of the Company immediately prior to the Merger Effective Time, from and after the Effective Time, Time shall continue as be the officers of the Surviving Corporation, in each case case, until their respective successors shall have been are duly elected, designated elected or appointed and qualified, or until the earlier of their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylawsremoval.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Astrazeneca PLC), Agreement and Plan of Merger (Medimmune Inc /De)
Directors and Officers of the Surviving Corporation. The directors of the Purchaser and the officers of the Company immediately prior to the Effective Time shall, from and after the Effective Time, be appointed as the directors and officers, respectively, 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, in each case Corporation until their respective successors shall have been duly elected, designated elected or qualified, appointed or qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate 's Articles of incorporation Incorporation and bylawsBy-laws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Manor Care Inc), Agreement and Plan of Merger (In Home Health Inc /Mn/)
Directors and Officers of the Surviving Corporation. The directors of Purchaser immediately prior to the Effective Time shall, from and after the Effective Time, be appointed as the directors of the Surviving Corporation, and the officers of the Company Purchaser immediately prior to the Effective TimeTime shall, from and after the Effective Time, shall continue as be the officers of the Surviving Corporation, in each case until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylaws.'s Certificate of
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Launch Media Inc), Agreement and Plan of Merger (Launch Media Inc)
Directors and Officers of the Surviving Corporation. The (a) From and after the Merger Effective Time, the directors of Purchaser immediately prior to the Merger Effective Time shall, from and after the Effective Time, shall be appointed as the directors of the Surviving Corporation, and the officers of the Company immediately prior to the Merger Effective Time, from and after the Effective Time, Time shall continue as be the officers of the Surviving Corporation, in each case case, until their respective successors shall have been are duly elected, designated elected or appointed and qualified, or until the earlier of their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylawsremoval.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CBS Corp), Agreement and Plan of Merger (Cnet Networks Inc)
Directors and Officers of the Surviving Corporation. The directors and officers of Purchaser immediately prior to the Effective Time shall, from and after the Effective Time, be appointed as the directors and officers, respectively, 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, in each case Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s 's certificate of incorporation and bylaws.. Section 1.8
Appears in 2 contracts
Samples: Iv Agreement and Plan of Merger (Hewlett Packard Co), Iv Agreement and Plan of Merger (Opsware Inc)
Directors and Officers of the Surviving Corporation. The directors of the Purchaser immediately prior to the Effective Time shall, from and after shall be the Effective Time, be appointed as the initial directors of the Surviving Corporation, and the officers of the Company Purchaser immediately prior to the Effective Time, from and after Time shall be the Effective Time, shall continue as the initial officers of the Surviving Corporation, in each case until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal to hold office in accordance with the Surviving Corporation’s term of office set forth in certificate of incorporation and bylawsbylaws of the Surviving Corporation and until their successors are duly elected and qualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Demandware Inc), Agreement and Plan of Merger (Salesforce Com Inc)
Directors and Officers of the Surviving Corporation. The directors of Purchaser immediately prior to the Effective Time shall, from and after the Effective Time, be appointed continue 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, in each case until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylaws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tb Woods Corp), Agreement and Plan of Merger (Altra Holdings, Inc.)
Directors and Officers of the Surviving Corporation. The directors of the Purchaser immediately prior to and the officers of the Company at the Effective Time shall, from and after the Effective Time, be appointed as the directors and officers, respectively, 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, in each case Corporation until their respective successors shall have been duly elected, designated elected or qualified, appointed or qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation Charter and bylawsthe By-laws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Varsity Spirit Corporation), Agreement and Plan of Merger (Riddell Sports Inc)
Directors and Officers of the Surviving Corporation. The directors of Purchaser immediately prior to the Effective Time shall, from and after the Effective Time, shall be appointed as the directors of the Surviving CorporationCorporation until the earlier of their resignation or removal or until their respective successors are duly designated, and as the officers of the Company immediately prior case may be. Prior to the Effective Time, from and after Parent shall determine the Effective Time, shall continue as the initial officers of the Surviving Corporation, in each case Corporation to be appointed effective as of the Effective Time and until the earlier of their resignation or removal or until their respective successors shall have been are duly electeddesignated, designated or qualified, or until their earlier death, resignation or removal in accordance with as the Surviving Corporation’s certificate of incorporation and bylawscase may be.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mens Wearhouse Inc), Agreement and Plan of Merger (Bank Jos a Clothiers Inc /De/)
Directors and Officers of the Surviving Corporation. The directors of the Purchaser immediately prior to the Effective Time 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 Timetime shall, from and after the Effective Time, shall continue as be the officers of the Surviving Corporation, in each case until their respective successors shall have been duly elected, designated elected or qualified, appointed or qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate 's Certificate of incorporation Incorporation and bylawsBy-laws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Eastman Chemical Co), Agreement and Plan of Merger (Eastman Chemical Co)
Directors and Officers of the Surviving Corporation. The Each of the parties hereto shall take all necessary action to cause the directors and officers of Purchaser immediately prior to the Effective Time shall, from to be the directors and after officers of the Surviving Corporation immediately following the Effective Time, be appointed as each to hold office in accordance with the directors certificate of incorporation and bylaws 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, in each case Corporation until their respective successors shall have been are duly elected, designated elected or qualified, appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylawsbylaws of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Orchid Cellmark Inc), Support Agreement (Monogram Biosciences, Inc.)
Directors and Officers of the Surviving Corporation. The Purchaser's directors of Purchaser immediately prior to the Effective Time shall, from and after the Effective Time, be appointed as the directors of the Surviving CorporationXxxxxxx X. Xxxxxxxxx, and the officers of the Company immediately prior to the Effective TimeTime and Xxxxxxx X. Xxxxxxxxx shall, from and after the Effective Time, shall continue as be the officers directors and officers, respectively, of the Surviving Corporation, in each case Corporation until their respective successors shall have been duly elected, designated elected or qualified, appointed or qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylawsthe by-laws of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Data Research Associates Inc), Agreement and Plan of Merger (McGuire Acquisition Inc)
Directors and Officers of the Surviving Corporation. The Company, Parent and Purchaser shall use their reasonable best efforts to cause the directors of Purchaser immediately prior to the Effective Time shallTime, 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 TimeTime shall, from and after the Effective Time, shall continue as to be the officers of the Surviving Corporation, in each case until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate 's Certificate of incorporation Incorporation and bylawsBylaws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Orbitz Inc), Agreement and Plan of Merger (Cendant Corp)
Directors and Officers of the Surviving Corporation. The directors and officers of the Purchaser immediately prior to at the Effective Time shall, from and after the Effective Time, be appointed as the directors and officers, respectively, 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, in each case Corporation until their respective successors shall have been duly elected, designated elected or qualified, appointed or qualified or until their earlier death, resignation or removal in accordance with the Articles of Incorporation and the By-laws of the Surviving Corporation’s certificate of incorporation and bylaws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Phonetel Technologies Inc), Agreement and Plan of Merger (Communications Central Inc)
Directors and Officers of the Surviving Corporation. The directors of Purchaser Buyer immediately prior to the Effective Time shall, from and after the Effective Time, will be appointed as 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 the Company Buyer immediately prior to the Effective Time, from and after the Effective Time, shall continue as Time will be the officers of the Surviving Corporation, in each case until the earlier of their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with or until their respective successors are duly elected and qualified, as the Surviving Corporation’s certificate of incorporation and bylawscase may be.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Commercial Intertech Corp), Agreement and Plan of Merger (Parker Hannifin Corp)
Directors and Officers of the Surviving Corporation. The directors of Purchaser and the officers of the Company immediately prior to the Effective Time shall, from and after the Effective Time, be appointed as the directors and officers, respectively, 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, in each case Corporation until their respective successors shall have been duly elected, designated elected or qualified, appointed or qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate 's Certificate of incorporation Incorporation and bylawsBy-laws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Red Roof Inns Inc), Agreement and Plan (Accor Sa /Fi)
Directors and Officers of the Surviving Corporation. The directors of Purchaser immediately prior to the Effective Time 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 TimeTime shall, from and after the Effective Time, shall continue as be the officers of the Surviving Corporation, in each case until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate articles of incorporation and bylaws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Koch Industries Inc), Agreement and Plan of Merger (Georgia Pacific Corp)
Directors and Officers of the Surviving Corporation. The directors of Purchaser immediately prior to the Effective Time shall, from and after the Effective Time, be appointed as the directors of the Surviving Corporation, Corporation and the officers of the Company Purchaser immediately prior to the Effective TimeTime shall, from and after the Effective Time, shall continue as the be officers of the Surviving Corporation, in each case until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate Articles of incorporation Incorporation and bylawsBylaws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dicks Sporting Goods Inc), Agreement and Plan of Merger (Galyans Trading Co Inc)
Directors and Officers of the Surviving Corporation. The directors and officers of the Purchaser immediately prior to at the Effective Time shall, from and after the Effective Time, be appointed as the directors and officers, respectively, 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, in each case Corporation until their respective successors shall have been duly elected, designated elected or qualified, appointed or qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate Articles of incorporation Incorporation and bylawsthe Bylaws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (HFS Inc), Agreement and Plan of Merger (HFS Inc)
Directors and Officers of the Surviving Corporation. The directors of the Purchaser immediately prior to the Effective Time shall, from and after shall be the Effective Time, be appointed as the initial directors of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time, from and after Time shall be the Effective Time, shall continue as the initial officers of the Surviving Corporation, in each case until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal to hold office in accordance with the Surviving Corporation’s term of office set forth in certificate of incorporation and bylawsbylaws of the Surviving Corporation and until their successors are duly elected and qualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cynosure Inc), Agreement and Plan of Merger (Hologic Inc)
Directors and Officers of the Surviving Corporation. The directors of Purchaser and the officers of Purchaser immediately prior to the Effective Time shall, from and after the Effective Time, be appointed as the directors and officers, respectively, 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, in each case Corporation until their respective successors shall have been duly elected, designated elected or qualified, appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate NPCL and the articles of incorporation and bylawsbylaws of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (EQT Corp), Agreement and Plan of Merger (Trans Energy Inc)
Directors and Officers of the Surviving Corporation. The directors of Purchaser and the officers of the Company immediately prior to the Effective Time shall, from and after the Effective Time, be appointed as the directors and officers, respectively, 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, in each case Corporation until their respective successors shall have been duly elected, designated elected or qualified, appointed and qualified or until their earlier death, resignation or removal in accordance with the DGCL and the Certificate of Incorporation and By-Laws of the Surviving Corporation’s certificate of incorporation and bylaws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Mortons Restaurant Group Inc)
Directors and Officers of the Surviving Corporation. The directors and Chief Executive Officer of Purchaser and the officers of the Company (other than the Chief Executive Officer) immediately prior to the Effective Time shall, from and after the Effective Time, be appointed as the directors directors, Chief Executive Officer and other officers, respectively, 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, in each case Corporation until their respective successors shall have been duly elected, designated elected or qualified, appointed or qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate 's Certificate of incorporation Incorporation and bylawsBy-Laws.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. The directors --------------------------------------------------- and officers of Purchaser immediately prior to at the Effective Time shall, from and after the Effective Time, be appointed as the initial directors and officers, respectively, 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, in each case Corporation until their respective successors shall have been duly elected, designated elected or qualified, appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s 's certificate of incorporation and bylawsby-laws.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. The (a) From and after the Merger Effective Time, the directors of Purchaser immediately prior to the Merger Effective Time shall, from and after the Effective Time, shall 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, in each case Corporation until their respective successors shall have been are duly elected, designated elected or appointed and qualified, or until the earlier of their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylawsremoval.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Accredited Home Lenders Holding Co)
Directors and Officers of the Surviving Corporation. The At the Effective Time, the directors of Purchaser immediately prior to the Effective Time shall, from and after the Effective Time, shall be appointed as the directors of the Surviving Corporation, each of such directors to hold office, subject to the applicable provisions of the DGCL and 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 TimeTime shall, from and after the Effective Time, shall continue as the officers of the Surviving Corporation, in each case until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylaws.subject to the
Appears in 1 contract
Samples: Jomed Acquisition Corp
Directors and Officers of the Surviving Corporation. The directors and officers of the Purchaser immediately prior to at the Effective Time shall, from and after the Effective Time, be appointed as the directors and officers, respec tively, 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, in each case Corporation until their respective successors succes sors shall have been duly elected, designated elected or qualified, appointed or quali fied or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate 's Certificate of incorporation Incorporation and bylawsBy-laws.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. The directors and officers of the Purchaser immediately prior to the Effective Time 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, in each case Corporation until their respective successors shall have been duly elected, designated elected or qualified, appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s 's certificate of incorporation and bylawsby-laws.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. The directors and officers of Purchaser immediately prior to the Effective Time shall, from will become the directors and officers of the Surviving Corporation 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, in each case until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylaws.
Appears in 1 contract
Samples: Laboratory Corp of America Holdings
Directors and Officers of the Surviving Corporation. The directors of the Purchaser immediately prior to and the officers of the Company at the Effective Time shall, from and after the Effective Time, be appointed as the directors and officers, respectively, 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, in each case Corporation until their respective successors shall have been duly elected, designated elected or qualified, appointed or qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate 's Certificate of incorporation Incorporation and bylawsBy-laws.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. The directors of the Purchaser immediately prior to the Effective Time shall, from and after shall be the Effective Time, be appointed as the initial directors of the Surviving Corporation, and the officers of the Company Purchaser (or, at the Purchaser’s discretion, the officers of the Company) immediately prior to the Effective Time, from and after Time shall be the Effective Time, shall continue as the initial officers of the Surviving Corporation, in each case until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal to hold office in accordance with the Surviving Corporation’s term of office set forth in the certificate of incorporation and bylawsbylaws of the Surviving Corporation and until their successors are duly elected and qualified.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. The directors of Purchaser immediately prior to the Effective Time shall, from and after the Effective Time, be appointed as the directors of the Surviving Corporation, and the officers of the Company Purchaser immediately prior to the Effective TimeTime shall, from and after the Effective Time, shall continue as be the officers of the Surviving Corporation, in each case until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylaws.,
Appears in 1 contract
Samples: Agreement and Plan of Merger (Openwave Systems Inc)
Directors and Officers of the Surviving Corporation. The directors of Purchaser immediately prior to the Effective Time 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 TimeTime shall, from and after the Effective Time, shall continue as be the officers of the Surviving Corporation, in each case until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate 's Certificate of incorporation Incorporation and bylawsBy-laws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Bureau of National Affairs Inc)
Directors and Officers of the Surviving Corporation. The Company, Parent and Purchaser shall use their reasonable best efforts to cause the directors of Purchaser immediately prior to the Effective Time shallTime, 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 TimeTime shall, from and after the Effective Time, shall continue as to be the officers of the Surviving Corporation, in each case until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate Certificate of incorporation Incorporation and bylawsBylaws.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. The directors and officers of the Purchaser immediately prior to at the Effective Time shall, from and after the Effective Time, be appointed as the directors and officers, respec tively, 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, in each case Corporation until their respective successors succes sors shall have been duly elected, designated elected or qualified, appointed or quali fied or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate 's Articles of incorporation Incorporation and bylawsBy-laws.
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Samples: Agreement and Plan of Merger (Dawson Production Services Inc)
Directors and Officers of the Surviving Corporation. The directors of the Purchaser as of immediately prior to the Effective Time shall, from and after shall be the Effective Time, be appointed as the initial directors of the Surviving CorporationCorporation immediately following the Effective Time, and the officers of the Company immediately prior to the Effective Time, from and after Time shall be the initial officers of the Surviving Corporation immediately following the Effective Time, shall continue as in each case to hold office in accordance with the officers certificate of incorporation and bylaws of the Surviving Corporation, in each case Corporation and until their respective successors shall have been his or her successor is duly elected, designated elected and qualified or qualified, his or until their her earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylawsremoval.
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Samples: Agreement and Plan of Merger (Blue Apron Holdings, Inc.)
Directors and Officers of the Surviving Corporation. The directors and officers of the Purchaser immediately prior to at the Effective Time shall, from and after the Effective Time, be appointed as the directors and officers, respectively, 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, in each case Corporation until their respective successors shall have been duly elected, designated elected or qualified, appointed or qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate 's Certificate of incorporation Incorporation and bylaws.By-laws. Section 1.8
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Directors and Officers of the Surviving Corporation. The --------------------------------------------------- directors of the Purchaser immediately prior to the Effective Time 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 TimeTime shall, from and after the Effective Time, shall continue as be the officers of the Surviving Corporation, in each case until their respective successors shall have been duly elected, designated elected or qualified, appointed or qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate 's Certificate of incorporation Incorporation and bylawsBy- laws.
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Samples: Agreement and Plan of Merger (Gn Acquisition Corp/De)
Directors and Officers of the Surviving Corporation. The directors of the Purchaser immediately prior to the Effective Time 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 TimeTime shall, from and after the Effective Time, shall continue as be the officers of the Surviving Corporation, in each case until their respective successors shall have been duly elected, designated elected or qualified, appointed or qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate 's Certificate of incorporation Incorporation and bylawsBy- laws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Pechiney Plastic Packaging Inc)
Directors and Officers of the Surviving Corporation. The directors and officers of Purchaser immediately prior to at the Effective Time shall, from and after the Effective Time, be appointed as the directors and officers, respectively, 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, in each case Corporation until their respective successors shall have been duly elected, designated elected or qualified, appointed or qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s 's certificate of incorporation and bylaws.
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Directors and Officers of the Surviving Corporation. The directors of Purchaser immediately prior to the Effective Time shall, from and after the Effective Time, be appointed as the directors of the Surviving Corporation, Corporation and the officers of the Company Purchaser immediately prior to the Effective TimeTime shall, from and after the Effective Time, shall continue as the be officers of the Surviving Corporation, in each case until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate 's Articles of incorporation Incorporation and bylawsBylaws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Galyans Trading Co Inc)
Directors and Officers of the Surviving Corporation. The directors of the Purchaser immediately prior to the Effective Time 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 TimeTime shall, from and after the Effective Time, shall continue as be the officers of the Surviving Corporation, in each case until their respective successors shall have been duly elected, designated elected or qualified, appointed or qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate 's Certificate of incorporation Incorporation and bylawsBylaws.
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Directors and Officers of the Surviving Corporation. The directors of Purchaser immediately prior to the Effective Time shall, from and after the Effective Time, be appointed continue as the directors of the Surviving Corporation, and and, except as set forth on Section 1.7 of the Company Disclosure Letter (as defined below), 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, in each case until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylaws.
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Directors and Officers of the Surviving Corporation. The directors of Purchaser immediately prior to the Effective Time 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 TimeTime shall, from and after the Effective Time, shall continue as be the officers of the Surviving Corporation, in each case until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate 's articles of incorporation organization and bylaws.
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Directors and Officers of the Surviving Corporation. The directors of the Purchaser immediately prior to and the officers of the Company at the Effective Time shall, from and after the Effective Time, be appointed as the directors and officers, respectively, 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, in each case Corporation until their respective successors shall have been duly elected, designated elected or qualified, appointed or qualified or until their earlier death, resignation or removal in accordance with applicable law, the Surviving Corporation’s certificate of incorporation Charter and bylaws.the Bylaws. ARTICLE 2
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Samples: Agreement and Plan of Merger (Plasti Line Inc /Tn/)
Directors and Officers of the Surviving Corporation. The directors of Purchaser Buyer immediately prior to the Effective Time shall, from and after the Effective Time, will be appointed as 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 the Company immediately prior to the Effective Time, from and after the Effective Time, shall continue as Time will be the officers of the Surviving Corporation, in each case until the earlier of their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with or until their respective successors are duly elected and qualified, as the Surviving Corporation’s certificate of incorporation and bylawscase may be.
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Samples: Agreement and Plan of Merger (Aeroquip-Vickers Inc)
Directors and Officers of the Surviving Corporation. The directors of the Purchaser immediately prior to the Effective Time shall, from and after the Effective Time, be appointed as the directors of the Surviving Corporation, and the officers of the Company Purchaser immediately prior to the Effective TimeTime shall, from and after the Effective Time, shall continue as be the officers of the Surviving Corporation, in each case until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylaws.'s Certificate of
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