Common use of Board of Directors; Officers Clause in Contracts

Board of Directors; Officers. The members of the board of directors of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the members of the board of directors of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall, from and after the Effective Time, be the officers of the Surviving Corporation, in each case to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until the earlier of their death, resignation or removal or until their respective successors are duly elected, designated or qualified.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Stryker Corp), Agreement and Plan of Merger (Entellus Medical Inc), Agreement and Plan of Merger (K2m Group Holdings, Inc.)

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Board of Directors; Officers. The members of the board of directors of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the members of the board of directors of the Surviving Corporation, and the officers of the Company Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the officers of the Surviving Corporation, in each case to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until the earlier of their death, resignation or removal or until their respective successors are duly elected, designated or qualified.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Middleby Corp), Agreement and Plan of Merger (Welbilt, Inc.), Agreement and Plan of Merger (Welbilt, Inc.)

Board of Directors; Officers. The members of the board of directors of Merger Sub Board immediately prior to the Effective Time shall, from and after the Effective Time, be the members of the board of directors of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall, from and after the Effective Time, be the officers of the Surviving Corporation, in each case to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until the earlier of their death, resignation or removal or until their respective successors are duly elected, designated or qualified.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (United Technologies Corp /De/), Agreement and Plan of Merger (Genomic Health Inc), Agreement and Plan of Merger (Exact Sciences Corp)

Board of Directors; Officers. (a) The members of the board of directors of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the members of the board of directors of the Surviving CorporationCorporation until their successors have been duly elected or appointed and qualified or until their earlier death, and the officers of the Company immediately prior to the Effective Time shallresignation, from and after the Effective Time, be the officers of the Surviving Corporation, in each case to hold office or removal in accordance with the certificate of incorporation and bylaws by-laws of the Surviving Corporation until the earlier of their death, resignation or removal or until their respective successors are duly elected, designated or qualifiedCorporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tempur Sealy International, Inc.)

Board of Directors; Officers. The members of the board of directors of Merger Sub Board immediately prior to the Effective Time shall, from and after the Effective Time, be the members of the board of directors of the Surviving CorporationCompany, and the officers of the Company immediately prior to the Effective Time (other than the members of the Company Board) shall, from and after the Effective Time, be the officers of the Surviving CorporationCompany, in each case to hold office in accordance with the certificate articles of incorporation and bylaws association of the Surviving Corporation Company until the earlier of their respective death, resignation or removal or until their respective successors are duly elected, designated or and qualified.

Appears in 1 contract

Samples: Agreement and Plan of Merger (International Flavors & Fragrances Inc)

Board of Directors; Officers. The members directors constituting the Board of the board of directors Directors of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the members persons constituting the Board of the board of directors 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 shall, from and after the Effective Time, be the officers of the Surviving Corporation, in each case to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until the earlier of their death, resignation or removal or until their respective successors are duly electedelected and qualified, designated or qualifiedas the case may be.

Appears in 1 contract

Samples: Agreement and Plan of Merger (PAETEC Holding Corp.)

Board of Directors; Officers. The members of the board of directors of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the members of the board of directors of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time (or as otherwise designated by Parent) shall, from and after the Effective Time, be the officers of the Surviving Corporation, in each case to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until the earlier of their death, resignation or removal or until their respective successors are duly elected, designated or qualified.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Boeing Co)

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Board of Directors; Officers. The members of the board of directors of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the members of the board of directors of the Surviving Corporation, and the officers of the Company Surviving Corporation shall be designated by Parent immediately prior to the Effective Time shall, from and after the Effective Time, be the officers of the Surviving Corporation, in each case to hold office office, in accordance with the certificate of incorporation and bylaws of the Surviving Corporation Corporation, until the earlier of their death, resignation or removal or until their respective successors are shall have been duly elected, designated or qualified.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Corindus Vascular Robotics, Inc.)

Board of Directors; Officers. The members of the board of directors and officers of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, Date shall be the members of the board of directors of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall, from and after the Effective Time, be the officers of the Surviving Corporation, in each case to hold office until their respective successors are duly elected and qualified or appointed, or until their death, resignation or removal in accordance with the DGCL and the certificate of incorporation and bylaws of the Surviving Corporation until the earlier of their death, resignation or removal or until their respective successors are duly elected, designated or qualifiedCorporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Broadview Networks Holdings Inc)

Board of Directors; Officers. The members of the board of directors of Merger Sub immediately prior to the Effective Time shallwill, from and after the Effective Time, be the members of the board of directors of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shallwill, from and after the Effective Time, be the officers of the Surviving Corporation, in each case to hold office in accordance with the certificate articles of incorporation and bylaws of the Surviving Corporation until the earlier of their death, resignation or removal or until their respective successors are duly elected, designated or qualified.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Parker Hannifin Corp)

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