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

Directors and Officers of Surviving Corporation. (a) The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office from the Effective Time until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualify in the manner provided in the Certificate of Incorporation and By-Laws of the Surviving Corporation, or as otherwise provided by law and this Merger Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Vestcom International Inc), Agreement and Plan of Merger (Vector Merger Corp)

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Directors and Officers of Surviving Corporation. (a) The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office from the Effective Time until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualify in the manner provided in the Certificate Articles of Incorporation and By-Laws of the Surviving Corporation, or as otherwise provided by law and this Merger Agreementlaw.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Bionx Implants Inc), Agreement and Plan of Merger (Conmed Corp)

Directors and Officers of Surviving Corporation. (a) The directors of Merger Sub immediately prior to at the Effective Time shall be become the initial directors of the Surviving Corporation and shall Corporation, to hold office from in accordance with the Effective Time until Articles and Bylaws of the earlier of their resignation or removal or Surviving Corporation until their respective successors are duly elected or appointed and qualify in the manner provided in the Certificate of Incorporation and By-Laws of the Surviving Corporationqualified or until their earlier death, resignation or as otherwise provided by law and this Merger Agreementremoval.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Developers Diversified Realty Corp), Agreement and Plan of Merger (JDN Realty Corp)

Directors and Officers of Surviving Corporation. (a) The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office from the Effective Time until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualify qualified, or until their earlier death, resignation or removal in accordance with the manner provided in the Certificate Articles of Incorporation and By-Laws Bylaws of the Surviving Corporation, or as otherwise provided by law and this Merger Agreementlaw.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ebenx Inc)

Directors and Officers of Surviving Corporation. (a) The At the Effective Time, the directors of Merger Sub immediately prior to the Effective Time shall be become the initial directors of the Surviving Corporation and shall Corporation, each to hold office from in accordance with the Effective Time until articles of incorporation and bylaws of the earlier of their resignation or removal or Surviving Corporation until their respective successors are duly elected or appointed and qualify in the manner provided in the Certificate of Incorporation and By-Laws of the Surviving Corporation, or as otherwise provided by law and this Merger Agreementqualified.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Market Leader, Inc.)

Directors and Officers of Surviving Corporation. (a) The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office from the Effective Time until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualify in the manner provided in the Certificate of Incorporation and By-Laws of the Surviving Corporation, or as otherwise provided by law and this Merger Agreementlaw.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Barringer Technologies Inc)

Directors and Officers of Surviving Corporation. (a) The directors of Merger Sub and the officers of the Company in office immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation and shall hold office from as of the Effective Time until Time, and thereafter such directors and officers shall serve in accordance with the earlier by-laws of their resignation or removal or the Surviving Corporation until their respective successors are duly elected or appointed and qualify in the manner provided in the Certificate of Incorporation and By-Laws of the Surviving Corporation, or as otherwise provided by law and this Merger Agreementqualified.

Appears in 1 contract

Samples: Merger Agreement (L 3 Communications Holdings Inc)

Directors and Officers of Surviving Corporation. (a) The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office from the Effective Time until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualify qualified in the manner provided in the Certificate Articles of Incorporation and By-Laws Bylaws of the Surviving Corporation, or as otherwise provided by law and this Merger Agreementlaw.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Realnetworks Inc)

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Directors and Officers of Surviving Corporation. (a) The directors of Merger Sub immediately prior to at the Effective Time shall be become the initial directors of the Surviving Corporation and shall Corporation, to hold office from in accordance with the Effective Time until the earlier of their resignation or removal or Surviving Corporation Charter and Surviving Corporation Bylaws until their respective successors are duly elected or appointed and qualify in the manner provided in the Certificate of Incorporation and By-Laws of the Surviving Corporationqualified or until their earlier death, resignation or as otherwise provided by law and this Merger Agreementremoval.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Price Legacy Corp)

Directors and Officers of Surviving Corporation. (a) The directors of Merger Sub immediately prior to the Effective Time shall be continue as the initial directors of the Surviving Corporation and shall hold office from the Effective Time until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualify in the manner provided in the Certificate of Incorporation and By-Laws of the Surviving Corporation, in each case until their successors are elected and qualified or as otherwise provided by law and this Merger Agreementuntil their earlier death, resignation or removal.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Nai Technologies Inc)

Directors and Officers of Surviving Corporation. (a) ----------------------------------------------- The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall Corporation, each to hold office from in accordance with the Effective Time Articles of Incorporation and Bylaws of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualify in qualified, as the manner provided in the Certificate of Incorporation and By-Laws of the Surviving Corporation, or as otherwise provided by law and this Merger Agreementcase may be.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Hearst Argyle Television Inc)

Directors and Officers of Surviving Corporation. (a) The duly qualified and acting directors and officers of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office from the Effective Time until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualify in the manner provided in the Certificate of Incorporation and By-Laws officers of the Surviving Corporation, or to hold office as otherwise provided by law and this Merger Agreementin the Bylaws of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Microfield Graphics Inc /Or)

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