Directors and Officers of the Surviving Corporation. (a) Each of the parties hereto shall take all necessary action to cause the directors of Merger Sub immediately prior to the Effective Time to be the directors of the Surviving Corporation immediately following the Effective Time, until their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporation.
Appears in 12 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (J Crew Group Inc), Agreement and Plan of Merger (Aeroways, LLC)
Directors and Officers of the Surviving Corporation. (a) Each of the parties hereto shall take all necessary action to cause the directors of Merger Sub immediately prior to the Effective Time to be the directors of the Surviving Corporation immediately following the Effective Time, until their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws bylaws of the Surviving Corporation.
Appears in 10 contracts
Samples: Agreement and Plan of Merger (Zale Corp), Agreement and Plan of Merger (Authentec Inc), Agreement and Plan of Merger (Quest Software Inc)
Directors and Officers of the Surviving Corporation. (a) Each of the parties hereto The Parties shall take all necessary action action, from and after the Effective Time, to cause the directors and officers of Merger Sub as of immediately prior to the Effective Time to be the directors and officers of the Surviving Corporation immediately following the Effective TimeCorporation, and such directors and officers shall serve until their respective successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws Organizational Documents of the Surviving Corporation.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Extraction Oil & Gas, Inc.), Agreement and Plan of Merger (Bonanza Creek Energy, Inc.), Agreement and Plan of Merger (Bonanza Creek Energy, Inc.)
Directors and Officers of the Surviving Corporation. (a) Each of the The parties hereto shall take take, or cause to be taken, all actions necessary action to cause so that the directors of Merger Sub immediately prior to the Effective Time to shall, from and after the Effective Time, be the directors of the Surviving Corporation immediately following the Effective Time, until their respective successors are have been duly elected or appointed and qualified qualified, or their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporationremoval.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (GLAUKOS Corp), Agreement and Plan of Merger (Avedro Inc), Agreement and Plan of Merger (Sunedison, Inc.)
Directors and Officers of the Surviving Corporation. (a) Each of the parties hereto shall take all necessary action to cause the directors of Merger Sub Purchaser immediately prior to the Effective Time to be the directors of the Surviving Corporation immediately following the Effective Time, until their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Verenium Corp), Agreement and Plan of Merger (Lincare Holdings Inc), Agreement and Plan of Merger (Verizon Communications Inc)
Directors and Officers of the Surviving Corporation. (a) Each of the The parties hereto shall take all necessary action prior to cause the Closing so that, effective as of the Effective Time, the members of the board of directors of Merger Sub immediately prior to the Effective Time to shall be appointed as the sole members of the board of directors of the Surviving Corporation immediately following the Effective Time, until their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws bylaws of the Surviving Corporation.
Appears in 3 contracts
Samples: Original Agreement (Acacia Communications, Inc.), Agreement and Plan of Merger (Acacia Communications, Inc.), Agreement and Plan of Merger (Broadsoft, Inc.)
Directors and Officers of the Surviving Corporation. (a) Each of the parties hereto shall take all necessary action to cause the directors of Merger Sub immediately prior to the Effective Time to be the directors of the Surviving Corporation immediately following the Effective Time, until their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal in accordance with the certificate articles of incorporation and by-laws bylaws of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Hospitality Distribution Inc), Agreement and Plan of Merger (Cec Entertainment Inc)
Directors and Officers of the Surviving Corporation. (a) Each of the parties hereto shall take all necessary action to cause the The directors of Merger Sub MergerCo immediately prior to the Effective Time to shall, from and after the Effective Time, be the directors of the Surviving Corporation immediately following the Effective Time, until their respective successors are shall have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporation's articles of organization and By-laws.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Dynatech Corp), Agreement and Plan of Merger (Armatron International Inc), Agreement and Plan of Merger (Cd&r Investment Associates Ii Inc)
Directors and Officers of the Surviving Corporation. (a) Each of the parties hereto The Parties shall take all actions necessary action to cause so that the directors of Merger Sub immediately prior to the Effective Time to shall be the directors of the Surviving Corporation immediately following the Effective Time, and the officers of Bemis immediately prior to the Effective Time shall be the officers of the Surviving Corporation immediately following the Effective Time, in each case, until their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal removal, in accordance with each case as provided in the certificate articles of incorporation and by-laws bylaws of the Surviving CorporationCorporation and by applicable Law.
Appears in 2 contracts
Samples: Transaction Agreement (Bemis Co Inc), Transaction Agreement
Directors and Officers of the Surviving Corporation. (a) Each of Subject to applicable Law, the parties hereto shall take all actions necessary action to cause such that the persons who are the directors of Merger Sub immediately prior to the Effective Time to shall be the initial directors of the Surviving Corporation immediately following the Effective TimeCorporation, and such initial directors shall hold office until their respective successors are duly elected or appointed and qualified qualified, or their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporationremoval.
Appears in 2 contracts
Samples: Registration Rights Agreement (Devon Energy Corp/De), Adoption Agreement (WPX Energy, Inc.)
Directors and Officers of the Surviving Corporation. (a) Each of the parties hereto shall take all necessary action to cause the directors of Merger Sub immediately prior to the Effective Time to be the directors of the Surviving Corporation immediately following the Effective Time, until their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal in accordance with the certificate articles of incorporation and by-laws of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Willis Group Holdings LTD), Agreement and Plan of Merger (Hilb Rogal & Hobbs Co)
Directors and Officers of the Surviving Corporation. (a) Each of the The parties hereto shall take all actions necessary action to cause so that the directors and officers of Merger Sub immediately prior to the Effective Time to shall, from and after the Effective Time, be the directors and officers of the Surviving Corporation immediately following the Effective Time, until their respective successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation Charter and by-laws of the Surviving CorporationBylaws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gilead Sciences Inc), Agreement and Plan of Merger (Pharmasset Inc)
Directors and Officers of the Surviving Corporation. (a) Each of the parties hereto shall take all necessary action to cause the directors of Merger Sub immediately prior to the Effective Time to be the initial directors of the Surviving Corporation immediately following the Effective Time, until their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal in accordance with the certificate of incorporation formation and by-laws of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Acr Group Inc), Agreement and Plan of Merger (Watsco Inc)
Directors and Officers of the Surviving Corporation. (a) Each of the parties hereto shall take all necessary action to cause the directors of Merger Sub immediately prior to the Effective Time to be the directors of the Surviving Corporation immediately following the Effective Time, until their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal in accordance with the certificate articles of incorporation organization and by-laws of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Medco Health Solutions Inc), Agreement and Plan of Merger (Polymedica Corp)
Directors and Officers of the Surviving Corporation. (a) Each of At or prior to the Effective Time, the parties hereto shall take all necessary action to cause so that the directors and officers of Merger Sub immediately prior to the Effective Time to shall be the only directors and officers of the Surviving Corporation immediately following after the Effective Time, until their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal each to hold office in accordance with the applicable provisions of the DGCL and the certificate of incorporation and by-laws bylaws of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Allstate Corp), Agreement and Plan of Merger (National General Holdings Corp.)
Directors and Officers of the Surviving Corporation. (a) Each of the The parties hereto shall take or cause to be taken all actions necessary action to cause so that the directors of Merger Sub immediately and those individuals designated by Parent on or prior to the Closing Date shall, from and after the Effective Time to Time, be the initial directors and officers, respectively, of the Surviving Corporation immediately following the Effective Time, until their respective successors are shall have been duly elected or appointed and or qualified or until their earlier death, resignation resignation, or removal in accordance with the Surviving Corporation’s certificate of incorporation and by-laws of the Surviving Corporationlaws.
Appears in 2 contracts
Samples: Shareholder Agreement (Teledyne Technologies Inc), Shareholder Agreement (Bolt Technology Corp)
Directors and Officers of the Surviving Corporation. (a) Each of the parties hereto shall take all necessary action to cause the directors of Merger Sub immediately prior to the Effective Time to be the directors of the Surviving Corporation immediately following the Effective Time, until their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal in accordance with the certificate articles of incorporation and by-laws association of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (On Track Innovations LTD), Agreement and Plan of Merger (STARLIMS Technologies LTD)
Directors and Officers of the Surviving Corporation. (a) Each of the The parties hereto shall take all necessary action prior to cause the Closing so that, effective as of the Effective Time, the members of the board of directors of Merger Sub immediately prior to the Effective Time to shall be appointed as the sole members of the board of directors of the Surviving Corporation immediately following the Effective Time, until their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws bylaws of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cisco Systems, Inc.), Agreement and Plan of Merger (Splunk Inc)
Directors and Officers of the Surviving Corporation. (a) Each of the parties hereto shall take all necessary action to cause the directors of Merger Sub immediately prior to the Effective Time to be the directors of the Surviving Corporation immediately following the Effective Time, until their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws bylaws of the Surviving Corporation. At Parent’s request, the Company shall use reasonable best efforts to obtain and deliver to Parent the written resignations of each of the directors of the Company, to be effective at the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Horizon Lines, Inc.), Agreement and Plan of Merger (Matson, Inc.)
Directors and Officers of the Surviving Corporation. (a) Each of the parties hereto shall take all necessary action to cause the directors of Merger Sub immediately prior to the Effective Time to be the directors of the Surviving Corporation immediately following the Effective Time, until their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal in accordance with the certificate articles of incorporation and by-laws bylaws of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nts, Inc.), Agreement and Plan of Merger (Merix Corp)
Directors and Officers of the Surviving Corporation. (a) Each of the parties hereto Parties shall take all necessary action to cause the directors of Merger Sub immediately prior to before the Effective Time to be the directors of the Surviving Corporation immediately following the Effective Time, until their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal in accordance with the certificate articles of incorporation and by-laws bylaws of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Harris Teeter Supermarkets, Inc.), Agreement and Plan of Merger (Kroger Co)
Directors and Officers of the Surviving Corporation. (a) Each of the parties hereto shall take all necessary action to cause the directors and officers of Merger Sub immediately prior to the Effective Time to be the directors and officers of the Surviving Corporation immediately following the Effective Time, until their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Asset Acceptance Capital Corp), Agreement and Plan of Merger (Encore Capital Group Inc)
Directors and Officers of the Surviving Corporation. (a) Each of the parties hereto shall take all necessary action to cause the directors of Merger Sub the Company immediately prior to the Effective Time to be the directors of the Surviving Corporation immediately following the Effective Time, until their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporation.
Appears in 2 contracts
Samples: Tender Offer and Merger Agreement (National Patent Development Corp), Tender Offer and Merger Agreement (Five Star Products Inc)
Directors and Officers of the Surviving Corporation. (a) Each of the parties hereto shall take all necessary action to cause the directors of Merger Sub immediately prior to the Effective Time to be the initial directors of the Surviving Corporation immediately following the Effective Time, until their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal in accordance with the certificate of incorporation formation and by-laws bylaws of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Lufkin Industries Inc)
Directors and Officers of the Surviving Corporation. (a) Each of the The parties hereto shall take all necessary action use their respective commercially reasonable efforts to cause the directors of Merger Sub immediately prior to the Effective Time to be the initial directors of the Surviving Corporation immediately following the Effective Time, until their respective successors are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporation’s Certificate of Incorporation and Bylaws.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. (a) Each of the parties hereto shall take all necessary action to cause the directors of Merger Sub immediately prior to the Effective Time to be the directors of the Surviving Corporation immediately following the Effective Time, until their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal in accordance with the DGCL and the certificate of incorporation and by-laws bylaws of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Forest Laboratories Inc)
Directors and Officers of the Surviving Corporation. (a) Each of the parties hereto shall take all necessary action to cause the directors of Merger Sub immediately prior to the Effective Time to be the directors of the Surviving Corporation immediately following the Effective Time, until their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal in accordance with the certificate articles of incorporation and by-laws code of regulations of the Surviving Corporation.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. (a) Each of the parties hereto shall take all necessary action to cause the directors and officers of Merger Sub immediately prior to the Effective Time to be the directors and officers, respectively, of the Surviving Corporation immediately following the Effective Time, until their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Leucadia National Corp)
Directors and Officers of the Surviving Corporation. (a) Each of the The parties hereto shall take all necessary action to cause requisite actions so that, at the Effective Time, the Company's board of directors shall resign, or are removed, and the directors of Merger Sub immediately prior to the Effective Time to be shall become the initial directors of the Surviving Corporation immediately following and shall hold office subject to the Effective Time, until their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws applicable provisions of the Surviving CorporationCorporation Articles and the Surviving Corporation By-Laws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Regal Entertainment Group)
Directors and Officers of the Surviving Corporation. (a) Each of the parties hereto shall take all necessary action actions to cause the directors of Merger Sub immediately prior to the Effective Time to be the directors of the Surviving Corporation immediately following the Effective Time, until their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal in accordance with the certificate articles of incorporation and by-laws bylaws of the Surviving Corporation.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. (a) Each of the parties hereto Parties shall take all necessary action to cause the directors managers of Merger Sub immediately prior to before the Effective Time to be the directors of the Surviving Corporation immediately following the Effective Time, until their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal in accordance with the certificate Articles of incorporation Incorporation and by-laws Regulations of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Frischs Restaurants Inc)
Directors and Officers of the Surviving Corporation. (a) Each of the The parties hereto shall take all necessary requisite action to cause so that the directors and officers of Merger Sub as of immediately prior to the Effective Time to shall, from and after the Effective Time, be the initial directors and officers of the Surviving Corporation immediately following the Effective Time, until their respective successors are shall have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and by-laws of the Surviving Corporationbylaws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Owens & Minor Inc/Va/)
Directors and Officers of the Surviving Corporation. (a) Each of the parties hereto shall take all necessary action to cause the directors of Merger Sub immediately prior to the Effective Time to be the directors of the Surviving Corporation immediately following the Effective Time, until their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal in accordance with applicable Laws, and the Surviving Corporation’s certificate of incorporation and by-laws of the Surviving Corporationbylaws.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. (a) Each of the parties hereto shall take all necessary action to cause the directors of Merger Sub immediately prior to the Effective Time to be the directors of the Surviving Corporation immediately following the Effective Time, until their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws bylaws of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (American Pacific Corp)
Directors and Officers of the Surviving Corporation. (a) Each of the parties hereto shall take all necessary action to cause the directors and officers of Merger Sub immediately prior to the Effective Time to be the directors and officers of the Surviving Corporation immediately following the Effective Time, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws bylaws of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Medtox Scientific Inc)
Directors and Officers of the Surviving Corporation. (a) Each of the parties hereto shall take all necessary action to cause the directors of Merger Sub immediately prior to the Effective Time to be the directors of the Surviving Corporation immediately following the Effective Time, until their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal in accordance with the certificate DGCL, the Amended and Restated Certificate of incorporation Incorporation, and by-laws of the Surviving CorporationBylaws.
Appears in 1 contract
