Common use of Board of Directors and Officers of the Surviving Corporation Clause in Contracts

Board of Directors and Officers of the Surviving Corporation. The directors of Acquisition immediately prior to the Effective Time shall be the directors of the Surviving Corporation, each of such directors to hold office, subject to the applicable provisions of the By-Laws of the Surviving Corporation, until the expiration of the term for which such director was elected and until his or her successor is elected and has qualified or as otherwise provided in the By-Laws of the Surviving Corporation. The officers of Acquisition immediately prior to the Effective Time shall be the officers of the Surviving Corporation until their respective successors are chosen and have qualified or as otherwise provided in the By-Laws of the Surviving Corporation.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Braun Consulting Inc), Agreement and Plan of Merger (Fair Isaac Corp), Agreement and Plan of Merger (Alpine Lace Brands Inc)

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Board of Directors and Officers of the Surviving Corporation. The directors of Acquisition Purchaser immediately prior to the Effective Time shall will be the directors of the Surviving Corporation, each of such directors to hold office, subject to the applicable provisions of the By-Laws Articles of Incorporation and Bylaws of the Surviving Corporation, until the expiration of the term for which such director was elected and until his or her successor is elected and has qualified or as otherwise provided in the By-Laws Articles of Incorporation or Bylaws of the Surviving Corporation. The officers of Acquisition Purchaser immediately prior to the Effective Time shall will be the officers of the Surviving Corporation until their respective successors are chosen and have qualified or as otherwise provided in the By-Laws Bylaws of the Surviving Corporation.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Funco Inc), Agreement and Plan of Merger (Electronics Boutique Holdings Corp), Agreement and Plan of Merger (Barnes & Noble Inc)

Board of Directors and Officers of the Surviving Corporation. The (a) At the Effective Time, the directors of Acquisition Corp., duly elected and holding office immediately prior to the Effective Time Time, shall be the directors of the Surviving Corporation, each of such directors to hold office, subject to the applicable provisions of the By-Laws of the Surviving Corporation, until the expiration earlier of the term for which such director was elected and until his their resignation or her successor is elected and has qualified removal or as otherwise provided in the By-Laws of the Surviving Corporation. The officers of Acquisition immediately prior to the Effective Time shall be the officers of the Surviving Corporation until their respective successors are chosen duly elected and have qualified or qualified, as otherwise provided in the By-Laws of the Surviving Corporationcase may be.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Mercer Insurance Group Inc), Agreement and Plan of Merger (United Fire & Casualty Co)

Board of Directors and Officers of the Surviving Corporation. The directors of Acquisition Buyer Subsidiary immediately prior to the Effective Time shall will be the directors of the Surviving Corporation, each of such directors to hold office, subject to the applicable provisions of the By-Laws Post Merger Articles of the Surviving CorporationIncorporation and Bylaws, until the expiration of the term for which such director was elected and until his or her successor is elected and has qualified or is otherwise replaced as otherwise provided in the By-Laws Post Merger Articles of the Surviving CorporationIncorporation or Bylaws. The officers of Acquisition Buyer Subsidiary immediately prior to the Effective Time shall will be the officers of the Surviving Corporation until their respective successors are chosen and have qualified or as otherwise provided in the By-Laws of the Surviving CorporationBylaws.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Imation Corp), Agreement and Plan of Merger (Imation Corp)

Board of Directors and Officers of the Surviving Corporation. The directors of Acquisition Merger Subsidiary immediately prior to the Effective Time shall be the directors of the Surviving Corporation, each of such directors to hold office, subject to the applicable provisions of the By-Laws Articles of Incorporation and Bylaws of the Surviving Corporation, until the expiration of the term for which such director was elected and until his or her successor is elected and has qualified or as otherwise provided in the By-Laws Articles of Incorporation or Bylaws of the Surviving Corporation. The officers of Acquisition the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation until their respective successors are chosen and have qualified or as otherwise provided in the By-Laws Bylaws of the Surviving Corporation.

Appears in 1 contract

Samples: Amended Agreement and Plan of Merger (3m Co)

Board of Directors and Officers of the Surviving Corporation. (a) The directors of Acquisition Subsidiary immediately prior to before the Effective Time shall will be the directors of the Surviving Corporation, each of such directors to hold office, subject to the applicable provisions of the By-Laws of the Surviving Corporation, until the expiration of the term for which such director was elected and until his or her successor is elected and has qualified or as otherwise provided in the By-Laws of the Surviving Corporation. The officers of Acquisition immediately prior to the Effective Time shall be the officers of the Surviving Corporation until their respective successors are chosen duly elected or appointed and have qualified or as otherwise provided until their earlier death, resignation or removal in accordance with the By-Laws Certificate of Incorporation and the bylaws of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Plato Learning Inc)

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Board of Directors and Officers of the Surviving Corporation. (a) The directors of Acquisition the Company immediately prior to the Effective Time shall be the directors of the Surviving CorporationCorporation immediately after the Effective Time, each and shall hold office in accordance with the articles of such directors to hold office, subject to the applicable provisions of the By-Laws association of the Surviving Corporation, until the expiration of the term for which such director was elected and in each case until his or her successor is duly elected or appointed and has qualified or as otherwise provided in the By-Laws of the Surviving Corporation. The officers of Acquisition immediately prior to the Effective Time shall be the officers of the Surviving Corporation until their respective successors are chosen and have qualified his earlier death, resignation or as otherwise provided in the By-Laws of the Surviving Corporationremoval.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Stemcells Inc)

Board of Directors and Officers of the Surviving Corporation. The directors of Acquisition Buyer Subsidiary immediately prior to the Effective Time shall be the directors of the Surviving Corporation, each of such directors to hold office, subject to the applicable provisions of the Articles of Incorporation and By-Laws of the Surviving Corporation, until the expiration of the term for which such director was elected and until his or her successor is elected and has qualified or as otherwise provided in the Articles of Incorporation or By-Laws of the Surviving Corporation. The officers of Acquisition Buyer Subsidiary immediately prior to the Effective Time shall be the officers of the Surviving Corporation until their respective successors are chosen and have qualified or as otherwise provided in the By-Laws of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Wilsons the Leather Experts Inc)

Board of Directors and Officers of the Surviving Corporation. The directors of Acquisition Buyer Subsidiary immediately prior to before the Effective Time shall be the directors of the Surviving Corporation, each of such directors to hold office, subject to the applicable provisions of the Articles of Incorporation and By-Laws of the Surviving Corporation, until the expiration of the term for which such director was elected and until his or her successor is elected and has qualified or as otherwise provided in the Articles of Incorporation or By-Laws of the Surviving Corporation. The officers of Acquisition the Company immediately prior to before the Effective Time shall be the officers of the Surviving Corporation until their respective successors are chosen and have qualified or as otherwise provided in the By-Laws of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Buffets Inc)

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