Directors and Officers of the Surviving Corporation. The directors of Sub, as of immediately prior to the Effective Time shall, from and after the Effective Time, be the directors 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. 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 10 contracts
Samples: Agreement and Plan of Merger (PARETEUM Corp), Agreement and Plan of Merger (Ipass Inc), Agreement and Plan of Merger (Cavium, Inc.)
Directors and Officers of the Surviving Corporation. The directors of Sub, as of immediately prior to Sub at the Effective Time shall, from and after the Effective Time, be the initial directors 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. 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 5 contracts
Samples: Agreement and Plan of Merger (RenPac Holdings Inc.), Agreement and Plan of Merger (Playboy Enterprises Inc), Agreement and Plan of Merger (Pactiv Corp)
Directors and Officers of the Surviving Corporation. The directors of Sub, as of the Purchaser immediately prior to the Effective Time shall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors shall have been duly elected or appointed or and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate 's Certificate of incorporation Incorporation and byBy-laws. The officers of the Company at immediately prior to 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 and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate 's Certificate of incorporation Incorporation and byBy-laws.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Berg Electronics Corp /De/), Agreement and Plan of Merger (Muse John R), Agreement and Plan of Merger (Berg Acquisition Co)
Directors and Officers of the Surviving Corporation. The directors of Sub, as of immediately prior to the Effective Time Merger Sub shall, from and after the Effective Time, be become the initial directors of the Surviving Corporation until their successors shall have been duly elected or elected, appointed or qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and by-lawsbylaws of the Surviving Corporation and Applicable Laws. The officers of the Company at the Effective Time Merger Sub shall, from and after the Effective Time, be become the initial officers of the Surviving Corporation until their successors shall have been duly elected or elected, appointed or qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and by-lawsthe bylaws of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Delta Air Lines Inc /De/), Agreement and Plan of Merger (Northwest Airlines Corp), Agreement and Plan of Merger (Thermo Electron Corp)
Directors and Officers of the Surviving Corporation. The directors of Merger Sub, as of immediately prior to the Effective Time shall, from and after the Effective Time, be the directors 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-lawsOrganizational Documents. 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-lawsOrganizational Documents.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Silicon Storage Technology Inc), Agreement and Plan of Merger (Silicon Storage Technology Inc), Agreement and Plan of Merger (Microchip Technology Inc)
Directors and Officers of the Surviving Corporation. The directors of Sub, as of immediately prior to the Purchaser at the Effective Time shall, from and after the Effective Time, be the directors 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 's Articles of incorporation Incorporation and byBy-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 's Articles of incorporation Incorporation and byBy-laws.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cigna Corp), Agreement and Plan of Merger (Healthsource Inc), Agreement and Plan of Merger (Healthsource Inc)
Directors and Officers of the Surviving Corporation. The From and after the Effective Time, the directors of Sub, the Surviving Corporation shall consist of the directors of Merger Sub as of immediately prior to the Effective Time shallTime, from until their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal in accordance with the Surviving Corporation's certificate of incorporation and bylaws. From and after the Effective Time, be the directors officers of the Surviving Corporation shall consist of the officers of the Company as of immediately prior to the Effective Time, until their respective successors shall have been are duly elected or appointed or qualified and qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s '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-lawsbylaws.
Appears in 3 contracts
Samples: And Restated Agreement and Plan of Merger (China Security & Surveillance Technology, Inc.), Agreement and Plan of Merger (China Security & Surveillance Technology, Inc.), Agreement and Plan of Merger (China Security & Surveillance Technology, Inc.)
Directors and Officers of the Surviving Corporation. The directors of Sub, as of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors shall have been duly elected or appointed or and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and by-lawsbylaws of the Surviving Corporation. The officers of the Company at Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the initial officers of the Surviving Corporation and shall hold office until their respective successors shall have been are duly elected and qualified, or appointed or qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and by-lawsbylaws of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Clayton Williams Energy Inc /De), Agreement and Plan of Merger (Noble Energy Inc)
Directors and Officers of the Surviving Corporation. The From and after the Effective Time, the directors of Sub, the Surviving Corporation shall consist of the directors of Merger Sub as of immediately prior to the Effective Time shallTime, from until their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylaws. From and after the Effective Time, be the directors officers of the Surviving Corporation shall consist of the officers of the Company as of immediately prior to the Effective Time, until their respective successors shall have been are duly elected or appointed or qualified and qualified, or until their earlier death, resignation or removal in accordance with the 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-lawsbylaws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Zhongpin Inc.), Agreement and Plan of Merger (Zhongpin Inc.)
Directors and Officers of the Surviving Corporation. The directors of Sub, as of the Merger Sub immediately prior to the Effective Time shall, from and after 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 until their respective successors shall have been are duly elected elected, designated or appointed or qualified qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and by-lawsbylaws of the Surviving Corporation. The officers of the Company at immediately prior to the Effective Time shall, from and after the Effective Time, shall be the initial officers of the Surviving Corporation Corporation, until their respective successors shall have been are duly elected elected, designated or appointed or qualified qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and by-lawsbylaws of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Iparty Corp)
Directors and Officers of the Surviving Corporation. The directors of Sub, as of immediately prior to Merger Subsidiary at the Effective Time shall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors shall have been duly elected or appointed or and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate 's Certificate of incorporation Incorporation and byBy-lawsLaws. The officers of the Company NCNG 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 and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate 's Certificate of incorporation Incorporation and byBy-lawsLaws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Carolina Power & Light Co), Agreement and Plan of Merger (Carolina Power & Light Co)
Directors and Officers of the Surviving Corporation. The directors of Merger Sub, as of immediately prior to the Effective Time shall, from and after the Effective Time, be the directors 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-lawsbylaws. 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-lawsbylaws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Western Digital Corp), Agreement and Plan of Merger (Cardiac Science CORP)
Directors and Officers of the Surviving Corporation. (a) The directors of Sub, as of immediately prior to Merger Sub at the Effective Time shall, from and after the Effective Time, be become the directors 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 's Certificate of incorporation Incorporation and byBy-laws. The Laws and (b) 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 's Certificate of incorporation Incorporation and byBy-lawsLaws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Case Corp), Agreement and Plan of Merger (Case Credit Corp)
Directors and Officers of the Surviving Corporation. The directors of Sub, as of immediately prior to the Effective Time shall, from and after the Effective Time, be the directors 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 bybye-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 bybye-laws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (NXP Semiconductors N.V.), Agreement and Plan of Merger (Freescale Semiconductor, Ltd.)
Directors and Officers of the Surviving Corporation. The directors of Sub, as of immediately prior to the Effective Time shall, from From and after the Effective Time, the directors of Merger Sub shall be the directors of the Surviving Corporation and shall hold office until their respective successors shall have been are duly elected or appointed or and qualified or until their earlier death, resignation or removal in accordance with the Articles of Incorporation or Bylaws of the Surviving Corporation’s certificate of incorporation and by-laws. The officers of individuals specified by Parent in writing to the Company at least two business days prior to the Effective Time shall, from and after the Effective Time, Closing Date shall be the initial officers of the Surviving Corporation and shall hold office until their respective successors shall have been are duly elected or appointed or and qualified or until their earlier death, resignation or removal in accordance with the Articles of Incorporation or Bylaws of the Surviving Corporation’s certificate of incorporation and by-laws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Coleman Cable, Inc.), Agreement and Plan of Merger (Technology Research Corp)
Directors and Officers of the Surviving Corporation. The directors of Sub, as of immediately prior to Sub at the Effective Time shall, from and after the Effective Time, be the initial directors 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 articles of incorporation and by-lawsbylaws. The officers of the Company Sub 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 articles of incorporation and by-lawsbylaws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Checkfree Corp \Ga\), Agreement and Plan of Merger (Corillian Corp)
Directors and Officers of the Surviving Corporation. The directors of Merger Sub, as of immediately prior to the Effective Time shall, from and after the Effective Time, be the directors 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 articles of incorporation and by-lawsbylaws. 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 articles of incorporation and by-lawsbylaws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Captaris Inc), Agreement and Plan of Merger (Open Text Corp)
Directors and Officers of the Surviving Corporation. The directors of Sub, as of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the initial directors 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 's certificate of incorporation and by-lawsbylaws. The officers of the Company at Merger Sub immediately prior to 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 's certificate of incorporation and by-lawsbylaws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Flir Systems Inc), Agreement and Plan of Merger (Flir Systems Inc)
Directors and Officers of the Surviving Corporation. The directors of Sub, as of Merger Subsidiary immediately prior to the Effective Time shall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors shall have been duly elected or appointed or and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and by-lawsbylaws or as otherwise provided by law. The officers of the Company at Merger Subsidiary immediately prior to the Effective Time shall, from and after the Effective Time, be the initial officers of the Surviving Corporation until their respective successors shall are chosen and 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-lawsbylaws of the Surviving Corporation or as otherwise provided by law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Corporate Resource Services, Inc.), Agreement and Plan of Merger (Corporate Resource Services, Inc.)
Directors and Officers of the Surviving Corporation. The directors of Sub, as of Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the initial directors 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-lawsbylaws. The officers of the Company at Sub immediately prior to 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-lawsbylaws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Omrix Biopharmaceuticals, Inc.), Agreement and Plan of Merger (Johnson & Johnson)
Directors and Officers of the Surviving Corporation. The parties hereto shall take all necessary action such that the directors of Sub, as of immediately prior to Sub at the Effective Time shall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors shall have been duly elected or appointed or and qualified or until their earlier death, resignation or removal in accordance with the 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 and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and by-laws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Books a Million Inc)
Directors and Officers of the Surviving Corporation. The directors of Sub, as of Purchaser immediately prior to the Effective Time shall, from and after the Effective Time, be appointed as the directors of the Surviving Corporation until their respective successors shall have been duly elected elected, designated or appointed or qualified qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and by-lawsbylaws. The officers of the Company at immediately prior to the Effective Time shall, from and after the Effective Time, continue to be the initial officers of the Surviving Corporation until their respective successors shall have been duly elected elected, designated or appointed or qualified qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and by-lawsbylaws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Covad Communications Group Inc)
Directors and Officers of the Surviving Corporation. The (a) directors of Sub, as of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors shall have been duly elected or appointed or and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation Charter and by-laws. The the Bylaws and (b) officers of the Company at Merger Sub immediately prior to 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 and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation Charter and by-lawsthe Bylaws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (KAR Auction Services, Inc.)
Directors and Officers of the Surviving Corporation. (a) The directors of Sub, as of immediately prior to Acquisition Sub at the Effective Time shall, from and after the Effective Time, be become the directors 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 's Articles of incorporation Incorporation and byBy-laws. The Laws and (b) the officers of the Company IVAX 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 's Articles of incorporation Incorporation and byBy-lawsLaws.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. The directors of Sub, as of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the initial directors 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-lawsbylaws. The officers of the Company at Merger Sub immediately prior to 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-lawsbylaws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Icx Technologies Inc)
Directors and Officers of the Surviving Corporation. The Each of the directors of Sub, as of immediately prior to the Effective Time shall, from and after the Effective Time, be the directors of the Surviving Corporation until their his/her successors shall have been duly elected or appointed or qualified or until their his/her earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate articles of incorporation and by-lawsbylaws. 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 articles of incorporation and by-lawsbylaws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Compliance Systems Corp)
Directors and Officers of the Surviving Corporation. The From and after the Effective Time, the directors of Sub, the Surviving Corporation shall consist of the directors of Merger Sub as of immediately prior to the Effective Time shallTime, from until their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal in accordance with the Surviving Corporation's certificate of incorporation and bylaws. From and after the Effective Time, be the directors officers of the Surviving Corporation shall consist of the officers of the Merger Sub as of immediately prior to the Effective Time, until their respective successors shall have been are duly elected or appointed or qualified and qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s '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-lawsbylaws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (China Advanced Construction Materials Group, Inc)
Directors and Officers of the Surviving Corporation. The directors of Sub, as of immediately prior to Acquisition Sub at the Effective Time shall, from and after the Effective Time, be the directors 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 's Restated Certificate of incorporation Incorporation and byAmended and Restated 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 's Restated Certificate of incorporation Incorporation and byAmended and Restated By-laws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Brookdale Living Communities Inc)
Directors and Officers of the Surviving Corporation. The directors of Sub, as of immediately prior to the Effective Time shall, from and after the Effective Time, be the directors 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 articles of incorporation and by-lawsbylaws. 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 articles of incorporation and by-lawsbylaws.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. The directors of Sub, as of immediately prior to Acquisition Sub at the Effective Time shall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors shall have been duly elected or appointed or qualified or until their earlier death, 4 6 resignation or removal in accordance with the Surviving Corporation’s certificate 's Restated Certificate of incorporation Incorporation and byAmended and Restated 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 's Restated Certificate of incorporation Incorporation and byAmended and Restated By-laws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Fortress Brookdale Acquisition LLC)
Directors and Officers of the Surviving Corporation. The directors of Sub, as of Merger Sub immediately prior to the Effective Time shallTime, from and after the Effective Time, will be the directors of the Surviving Corporation Corporation, until their respective successors shall have been are duly elected or appointed or and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and by-lawsbylaws of the Surviving Corporation. The officers of the Company at immediately prior to the Effective Time shallTime, from and after the Effective Time, be will continue as the initial officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been are duly elected or appointed or and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and by-lawsremoval.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Corgenix Medical Corp/Co)
Directors and Officers of the Surviving Corporation. The directors of Sub, as of the Purchaser immediately prior to the Effective Time shall, from and after the Effective Time, be the directors 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 's Certificate of incorporation Incorporation and byBy-laws. The officers of the Company at immediately prior to 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 's Certificate of incorporation Incorporation and byBy-laws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Texas Instruments Inc)
Directors and Officers of the Surviving Corporation. The directors of Sub, as of immediately prior to Merger Sub at the Effective Time shall, from and after the Effective Time, be the initial directors 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. 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
Samples: Agreement and Plan of Merger (Presidential Life Corp)
Directors and Officers of the Surviving Corporation. The directors of Sub, as of Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the initial directors 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 articles of incorporation and by-laws. The officers of the Company at the Effective Time individuals set forth on Exhibit D hereto 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 articles of incorporation and by-laws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Hertz Global Holdings Inc)
Directors and Officers of the Surviving Corporation. The parties hereto shall take all necessary action such that the directors of Sub, as of immediately prior to Sub at the Effective Time shall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors shall have been duly elected or appointed or and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and by-lawsbylaws. 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 and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and by-lawsbylaws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Alliance HealthCare Services, Inc)
Directors and Officers of the Surviving Corporation. The directors of Sub, as of immediately prior to Sub at the Effective Time shall, from and after the Effective Time, be the initial directors 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 's articles of incorporation and by-lawsbylaws. 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 's articles of incorporation and by-lawsbylaws.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. (a) The directors of Sub, as of immediately prior to Newco Sub at the Effective Time shall, from and after the Effective Time, be become the directors 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 's Certificate of incorporation Incorporation and byBy-laws. The laws and (b) the officers of the Company Xxxxxx 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 's Certificate of incorporation Incorporation and byBy-laws.
Appears in 1 contract
Samples: Combination Agreement (New Morton International Inc)
Directors and Officers of the Surviving Corporation. The From and after the Effective Time, the directors of Sub, the Surviving Corporation shall consist of the directors of Merger Sub as of immediately prior to the Effective Time shallTime, from until their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal in accordance with the Surviving Corporation's certificate of incorporation and bylaws. From and after the Effective Time, be the directors officers of the Surviving Corporation shall consist of the officers of the Company as of immediately prior to the Effective Time, until their respective successors shall have been are duly elected or appointed or qualified and qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s 's certificate of incorporation and by-lawsbylaws. 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.ARTICLLE II
Appears in 1 contract
Samples: Agreement and Plan of Merger (China Security & Surveillance Technology, Inc.)
Directors and Officers of the Surviving Corporation. The directors of Sub, as of Sub immediately prior to the Effective Time shall, from and after the Effective Time, shall be the initial directors of the Surviving Corporation and will hold office from the Effective Time until their respective successors shall have been are duly elected or appointed or and qualified or until their earlier death, resignation or removal in accordance with the manner provided in the Certificate of Incorporation and By-laws of the Surviving Corporation’s certificate of incorporation and by-laws, or as otherwise provided by law. The officers of the Company at immediately prior to the Effective Time shall, from and after the Effective Time, shall be the initial officers of the Surviving Corporation and will hold office from the Effective Time until their respective successors shall have been duly elected or appointed or and qualified or until their earlier death, resignation or removal in accordance with the manner provided in the Certificate of Incorporation and By-laws of the Surviving Corporation’s certificate of incorporation and by-laws, or as otherwise provided by law.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. The Following the Merger, the directors of Sub, as of the Company immediately prior to the Effective Time shall, from and after the Effective Time, shall be the directors of the Surviving Corporation until their successors shall have been duly elected or appointed or and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s 's certificate of incorporation and by-laws. The Following the Merger, the officers of the Company at immediately prior to the Effective Time shall, from and after the Effective Time, shall be the initial officers of the Surviving Corporation until their respective 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-lawslaws of the Surviving Corporation.
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Samples: Agreement and Plan of Merger (9278 Communications Inc)
Directors and Officers of the Surviving Corporation. The directors of Sub, as of immediately prior to the Effective Time Merger Sub shall, from and after the Effective Time, be become the initial directors of the Surviving Corporation until their successors shall have been duly elected or elected, appointed or qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and by-lawsbylaws of the Surviving Corporation and Applicable Laws. The officers of the Company at the Effective Time Buyer shall, from and after the Effective Time, be become the initial officers of the Surviving Corporation until their successors shall have been duly elected or elected, appointed or qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and by-lawsthe bylaws of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (PAETEC Holding Corp.)
