Directors and Officers of the Surviving Corporation. (a) The directors of the Company immediately prior to the Effective Time shall be the directors of the Surviving Corporation immediately following the Effective Time, to serve as such 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 bylaws of the Surviving Corporation.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (STR Holdings, Inc.), Agreement and Plan of Merger (STR Holdings (New) LLC), Agreement and Plan of Merger (Refco Inc.)
Directors and Officers of the Surviving Corporation. (a) The From and after the Effective Time, the directors and officers of the Surviving Company shall be the persons who were directors and officers of the Company immediately prior to the Effective Time shall be the Time, respectively. These directors and officers of the Surviving Corporation immediately following Company shall hold office for the Effective Timeterm specified in, and subject to serve as such until their respective successors are duly elected or appointed and qualified or their earlier deaththe provisions contained in, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving CorporationCompany and applicable law.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Kura Oncology, Inc.), Agreement and Plan of Merger (W. S. Industries, Inc.), Agreement and Plan of Merger (Oneida Resources Corp.)
Directors and Officers of the Surviving Corporation. (a) The --------------------------------------------------- directors of the Purchaser and the officers of the Company immediately prior to the Effective Time shall shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation immediately following the Effective Time, to serve as such until their respective successors are shall have been duly elected or appointed and or qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation's certificate of incorporation and bylaws of the Surviving Corporationbylaws.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Xtra Corp /De/), Agreement and Plan of Merger (Universal Music Group Inc), Agreement and Plan of Merger (Emusic Com Inc)
Directors and Officers of the Surviving Corporation. (a) The directors of the Company Purchaser immediately prior to the Effective Time shall be the directors of the Surviving Corporation immediately following the Effective Time, to serve as such 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 bylaws of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Collagenex Pharmaceuticals Inc), Agreement and Plan of Merger (Galderma Laboratories, Inc.), Agreement and Plan of Merger (Titanium Metals Corp)
Directors and Officers of the Surviving Corporation. (a) The directors of the Company immediately prior to the Effective Time shall be the directors of the Surviving Corporation Corporation, each to hold office in accordance with the charter and bylaws of the Surviving Corporation, and the officers of the Company immediately following prior to the Effective TimeTime shall be the officers of the Surviving Corporation, to serve as such in each case 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 bylaws of the Surviving Corporationqualified.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Rosemore Inc), Agreement and Plan of Merger (Crown Central Petroleum Corp /Md/), Agreement and Plan of Merger (Rosemore Inc)
Directors and Officers of the Surviving Corporation. (a) The directors of the Company Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation immediately following Corporation, until the Effective Time, to serve as such earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified or their earlier deathqualified, resignation or removal in accordance with as the certificate of incorporation and bylaws of the Surviving Corporationcase may be.
Appears in 4 contracts
Samples: V Agreement and Plan of Merger (Yahoo Inc), Agreement and Plan of Merger (Headwaters Inc), Agreement and Plan of Merger (Hotjobs Com LTD)
Directors and Officers of the Surviving Corporation. (a) The directors and officers of the Company Surviving Corporation immediately prior to after the Effective Time shall be the directors and officers of the Surviving Corporation Acquirer immediately following prior to the Effective Time, to serve until such time as such until their respective successors are shall be duly elected or appointed and qualified or their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporationqualified.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Scripps Financial Corp), Agreement and Plan of Merger (Western Bancorp), Agreement and Plan of Merger (Us Bancorp \De\)
Directors and Officers of the Surviving Corporation. (a) The directors and officers of the Company in office immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation immediately following the Effective Time, to serve as such and shall hold office until their respective successors are shall have been duly elected or appointed and or qualified or until their earlier death, resignation or removal in accordance with the certificate Certificate of incorporation Incorporation and bylaws Bylaws of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Kinder Richard D), Agreement and Plan of Merger (Morgan Associates Inc), Agreement and Plan of Merger (K N Energy Inc)
Directors and Officers of the Surviving Corporation. (a) The directors of the Company Purchaser immediately prior to the Effective Time shall shall, from and after the Effective Time, be the directors of the Surviving Corporation immediately following the Effective Time, to serve as such 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 bylaws of the Surviving Corporation's Certificate of Incorporation and By-laws.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Destec Energy Inc), Agreement and Plan of Merger (NGC Corp), Agreement and Plan of Merger (Dow Chemical Co /De/)
Directors and Officers of the Surviving Corporation. (a) The directors of the Purchaser and the officers of the Company immediately prior to at the Effective Time shall shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation immediately following the Effective Time, to serve as such until their respective successors are shall have been duly elected or appointed and or qualified or until their earlier death, resignation or removal in accordance with the certificate Certificate of incorporation Incorporation and bylaws of the Surviving CorporationBy-laws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Honeywell International Inc), Agreement and Plan of Merger (Measurex Corp /De/)
Directors and Officers of the Surviving Corporation. (a) The From and after the Effective Time, the directors and officers of the Company Surviving Corporation shall consist of the directors and officers of Acquisition Sub serving immediately prior to the Effective Time shall be the directors of the Surviving Corporation immediately following the Effective Time, each to serve as such until their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal hold office in accordance with the certificate of incorporation and bylaws of the Surviving CorporationCorporation until their respective successors are duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Northeast Pennsylvania Financial Corp), Agreement and Plan of Merger (Security of Pennsylvania Financial Corp)
Directors and Officers of the Surviving Corporation. (a) The directors and officers of the Company Purchaser immediately prior to the Effective Time shall be the directors and officers, respectively, of the Surviving Corporation immediately following the Effective Time, to serve as such 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 bylaws by-laws of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (FFG Merger Corporation, Inc), Agreement and Plan of Merger (Technology Flavors & Fragrances Inc)
Directors and Officers of the Surviving Corporation. (a) The directors of the Company immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation immediately following at and after the Effective Time, each to serve hold office as such a director of the Surviving Corporation in accordance with applicable provisions of the NGCL until their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal in accordance with applicable Law and the certificate Articles of incorporation Incorporation and bylaws Bylaws of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ginsburg Scott K), Agreement and Plan of Merger (Digital Generation Systems Inc)
Directors and Officers of the Surviving Corporation. (a) The directors and officers of the Company immediately prior to Acquisition Corp. at the Effective Time shall be the directors and officers of the Surviving Corporation immediately following the Effective Time, to serve as such 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 incorporation, bylaws and bylaws of the Surviving Corporationapplicable Law.
Appears in 2 contracts
Samples: Amended and Restated Agreement and Plan of Merger (Bioenvision Inc), Agreement and Plan of Merger (Sportsline Usa Inc)
Directors and Officers of the Surviving Corporation. (a) The --------------------------------------------------- directors of the Purchaser and the officers of the Company immediately prior to the Effective Time shall shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation immediately following the Effective Time, to serve as such until their respective successors are shall have been duly elected or appointed and or qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation's Certificate of Incorporation and By-laws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Consolidated Cigar Holdings Inc), Agreement and Plan of Merger (Societe Nationale D Exploitation Indus Des Tabacs Et Allumet)
Directors and Officers of the Surviving Corporation. (a) The directors of the Company Purchaser immediately prior to the Effective Time Time, from and after the Effective Time, shall be the directors of the Surviving Corporation immediately following the Effective Time, to serve as such 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 bylaws of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Annaly Capital Management Inc), Agreement and Plan of Merger (Hatteras Financial Corp)
Directors and Officers of the Surviving Corporation. (a) The directors of Purchaser and the Company officers of the Company, respectively, immediately prior to the Effective Time shall be the directors and officers, respectively, of the Surviving Corporation immediately following the Effective Time, to serve as such 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 bylaws by-laws of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gmi Merger Corp), Agreement and Plan of Merger (Guilford Mills Inc)
Directors and Officers of the Surviving Corporation. (a) The directors of the Company as of immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation immediately following as of the Effective Time, to serve as such Time and 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 and (b) the certificate officers of incorporation and bylaws the Company as of immediately prior to the Effective Time shall be the initial officers of the Surviving CorporationCorporation as of the Effective Time and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Canadian National Railway Co), Agreement and Plan of Merger (Kansas City Southern)
Directors and Officers of the Surviving Corporation. (a) The directors of the Purchaser and the officers of the Company immediately prior to at the Effective Time shall shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation immediately following the Effective Time, to serve as such until their respective successors are shall have been duly elected or appointed and or qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation Certificate and bylaws of the Surviving CorporationBy-Laws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Omnicare Inc), Agreement and Plan of Merger (American Medserve Corp)
Directors and Officers of the Surviving Corporation. (a) The At the Effective Time, the directors of the Company Holdings, as in office immediately prior to before the Effective Time Time, shall be the directors of the Surviving Corporation immediately following the Effective TimeCorporation, to serve as such until their respective successors are duly elected or appointed and qualified or their earlier deathqualified. At the Effective Time, resignation or removal the officers of Holdings, as in accordance with office immediately before the certificate of incorporation and bylaws Effective Time, shall be the officers of the Surviving Corporation, until their respective successors are duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Laredo Petroleum Holdings, Inc.), Agreement and Plan of Merger (Laredo Petroleum Holdings, Inc.)
Directors and Officers of the Surviving Corporation. (a) The directors and officers of the Company immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation immediately following the Effective Time, to serve as such until their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal thereafter amended in accordance with the certificate of incorporation their terms and bylaws of the Surviving Corporationas provided by applicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Graham Packaging Holdings Co), Agreement and Plan of Merger (Graham Packaging Holdings Co)
Directors and Officers of the Surviving Corporation. (a) The --------------------------------------------------- directors of the Purchaser and the officers of the Company immediately prior to the Effective Time shall shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation immediately following the Effective Time, to serve as such until their respective successors are shall have been duly elected or appointed and or qualified or until their earlier death, resignation or removal in accordance with the certificate Surviving Corporation's articles of incorporation and bylaws of the Surviving Corporationbylaws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Berkshire Hathaway Inc), Agreement and Plan of Merger (Berkshire Hathaway Inc)
Directors and Officers of the Surviving Corporation. (ai) The directors of the Company immediately prior to the Effective Time shall be the directors of the Surviving Corporation immediately following at the Effective Time, to serve as such and thereafter until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified or their earlier deathqualified, resignation or removal in accordance with as the certificate of incorporation and bylaws of the Surviving Corporationcase may be.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Continental Southern Resources Inc), Agreement and Plan of Merger (Endeavour International Corp)
Directors and Officers of the Surviving Corporation. (a) The directors of the Company immediately prior to the Effective Time shall be the directors of the Surviving Corporation immediately following the Effective Time, to serve as such until their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal in accordance with the certificate Amended and Restated Certificate of incorporation Incorporation and bylaws Amended and Restated Bylaws of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Black Knight Financial Services, Inc.)
Directors and Officers of the Surviving Corporation. (a) The directors of the Purchaser and the officers of the Company immediately prior to the Effective Time shall Time, shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation immediately following the Effective Time, to serve as such until their respective successors are shall have been duly elected or appointed and or qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation's Certificate of Incorporation and By-laws.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. (a) The directors of the Company immediately prior to the Effective Time shall continue to be the directors of the Surviving Corporation immediately following the Effective Time, to serve as such 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 bylaws by-laws of the Surviving Corporation.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. (a) The a)The directors of the Company Merger Sub I immediately prior to the Effective Time shall be (i) the directors of the Initial Surviving Corporation immediately following the Effective Time and (ii) the directors of the Surviving Corporation immediately following from and after the Second Effective Time, to serve as such 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 bylaws of the Surviving Corporationapplicable law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Charles River Laboratories International Inc)
Directors and Officers of the Surviving Corporation. (a) The directors of the Company Purchaser immediately prior to the Effective Time shall shall, from and after the Effective Time, be the directors of the Surviving Corporation immediately following the Effective Time, to serve as such 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 bylaws of the Surviving Corporation's Certificate of Incorporation and By-laws.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. (a) The --------------------------------------------------- directors of the Company Purchaser immediately prior to the Effective Time shall shall, from and after the Effective Time, be the directors of the Surviving Corporation immediately following the Effective Time, to serve as such 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 bylaws of the Surviving Corporationby-laws.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. (a) The directors of the Company Purchaser immediately prior to the Effective Time shall be shall, at the Effective Time, become the directors of the Surviving Corporation immediately following the Effective Time, to serve as such 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 bylaws of the Surviving Corporation.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. (a) The directors of the Company immediately prior to before the Effective Time shall will be the initial directors of the Surviving Corporation and the officers of the Company immediately following before the Effective TimeTime will be the initial officers of the Surviving Corporation, to serve as such in each case until their respective successors are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate articles of incorporation and bylaws the code of regulations of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (PAWS Pet Company, Inc.)
Directors and Officers of the Surviving Corporation. (a) The directors of the Company immediately prior to A1 at the Effective Time shall be the directors of the Surviving Corporation immediately following until the Effective Time, to serve as such earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified or their earlier deathqualified, resignation or removal in accordance with as the certificate of incorporation and bylaws of the Surviving Corporationcase may be.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Simon Debartolo Group Inc)
Directors and Officers of the Surviving Corporation. (a) The directors of the Company immediately prior to at the Effective Time shall shall, from and after the Effective Time, be the directors of the Surviving Corporation immediately following the Effective Time, to serve as such 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 bylaws of the Surviving Corporation.'s
Appears in 1 contract
Samples: Agreement and Plan of Merger (Fortress Investment Corp)
Directors and Officers of the Surviving Corporation. (a) The directors and officers of the Company immediately prior to the Effective Time shall be become the respective directors and officers of the Surviving Corporation immediately following the Effective TimeCorporation, to who shall serve as such in accordance with applicable law and until their respective successors are duly elected or appointed qualified and qualified or their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporationelected.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Pharmaceutical Resources Inc)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, (ai) The the directors of the Company immediately prior to the Effective Time shall be the directors of the Surviving Corporation immediately following the Effective TimeCompany, each such director to serve as such until their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal hold office in accordance with the certificate Surviving Company’s Organizational Documents, and (ii) the officers of incorporation and bylaws the Company immediately prior to the Effective Time shall be the officers of the Surviving CorporationCompany, each such officer to hold office in accordance with the Surviving Company’s Organizational Documents.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Malacca Straits Acquisition Co LTD)
Directors and Officers of the Surviving Corporation. (a) The directors of the Company Xxxxxx Xxxxxxxxxx immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation immediately following upon the Effective Time, each to serve as such hold office in accordance with the certificate of incorporation and by-laws of the Surviving Corporation, and the officers of Merger Subsidiary immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation upon the Effective Time, in each case 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 bylaws of the Surviving Corporationremoval.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Renewable Energy Group, Inc.)
Directors and Officers of the Surviving Corporation. (a) The directors of the Company immediately prior to the Effective Time shall be the directors of the Surviving Corporation immediately following the Effective Time, to serve as such until the earlier of 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 or bylaws of the Surviving CorporationCorporation or as otherwise provided by the DGCL.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Suncom Wireless Holdings, Inc.)
Directors and Officers of the Surviving Corporation. (a) The directors and the officers of the Company immediately prior to before the Effective Time shall will be the directors initial officers of the Surviving Corporation immediately following the Effective TimeCorporation, to serve as such in each case until their respective successors are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate articles of incorporation and bylaws the code of regulations of the Surviving Corporation.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. (a) The directors of the Company immediately prior to at the Effective Time shall be those individuals designated by Parent prior to the directors of the Surviving Corporation immediately following the Effective TimeClosing Date, to serve as such 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 bylaws of the Surviving Corporation's Certificate of Incorporation and Bylaws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ba Merchant Services Inc)
Directors and Officers of the Surviving Corporation. (a) The directors of the Company Buyer immediately prior to the Effective Time shall be the directors of the Surviving Corporation immediately following after the Effective Time, each to serve as such 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 until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. (a) The directors of the Company Acquisition immediately prior to the Effective Time shall shall, from and after the Effective Time, be the directors of the Surviving Corporation immediately following the Effective Time, to serve as such 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 FBCA, and bylaws of the Surviving Corporation's Articles of Incorporation and Bylaws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (May Department Stores Co)
Directors and Officers of the Surviving Corporation. (a) The directors of the Company immediately prior to Surviving Corporation commencing as of the Effective Time shall be the directors of the Surviving Corporation immediately following the Effective Timeindividuals identified on Exhibit 1.6(a), to serve as such until their respective successors are duly elected or appointed and qualified or their earlier death, incapacity, resignation or removal in accordance with the certificate of incorporation and bylaws by-laws of the Surviving Corporation, and each of the parties hereto shall take all necessary action to cause such individuals to be the directors of the Surviving Corporation in office at the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Magellan Health Services Inc)
Directors and Officers of the Surviving Corporation. (a) The directors and officers of the Company Acquiror immediately prior to the Effective Time shall will be the directors and officers, respectively, of the Surviving Corporation immediately following the Effective TimeCorporation, to serve as such in each case 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 bylaws of the Surviving Corporationqualified.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sunrise International Leasing Corp)
Directors and Officers of the Surviving Corporation. (a) The directors of the Purchaser and the officers of the Company immediately prior to the Effective Time shall shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation immediately following the Effective Time, to serve as such until their respective successors are shall have been duly elected or appointed and or qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation's Certificate of Incorporation and By-laws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Wesco Financial Corp)
Directors and Officers of the Surviving Corporation. (a) The Except as otherwise directed by the Parent, each of the parties hereto shall take all necessary action to cause the directors of the Company Purchaser immediately prior to the Effective Time shall to be the directors of the Surviving Corporation immediately following the Effective Time, to serve as such 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 bylaws of the Surviving Corporation.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. (a) The directors of the Company Acquisition immediately prior to the Effective Time shall shall, from and after the Effective Time, be the directors of the Surviving Corporation immediately following the Effective Time, to serve as such 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 bylaws of the Surviving Corporation's Certificate of Incorporation and By-laws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Huntsman Polymers Corp)
Directors and Officers of the Surviving Corporation. (a) The directors of the Company Acquiror in office immediately prior to the Effective Time shall be serve as the directors of the Surviving Corporation immediately following the Effective Time, . The officers of Acquiror in office immediately prior to the Effective Time shall serve as such 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 bylaws officers of the Surviving CorporationCorporation following the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Colonial Bancgroup Inc)
Directors and Officers of the Surviving Corporation. (a) The directors and officers of the Company immediately prior to Surviving Corporation as of the Effective Time shall be the directors and officers of the Surviving Corporation Acquisition Sub immediately following prior to the Effective Time, to serve as such 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 bylaws of the Surviving Corporation.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. (a) The directors of the Company immediately prior to at the Effective Time shall be the initial directors of the Surviving Corporation immediately following and shall hold office from the Effective Time, to serve as such Time until their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal in accordance with the certificate manner provided in the Articles of incorporation Incorporation and bylaws Bylaws of the Surviving Corporation, or as otherwise provided by law.
Appears in 1 contract
Samples: Employment Agreement (Euromed Inc)
Directors and Officers of the Surviving Corporation. (a) The directors of the Company immediately prior to the Effective Time shall be the directors of the Surviving Corporation immediately following the Effective Time shall be the directors of Acquisition immediately prior to the Effective Time, to serve as and all such directors shall hold office until their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal in accordance with qualified. The officers of the certificate of incorporation and bylaws Surviving Corporation immediately after the Effective Time shall be determined by the directors of the Surviving Corporation, to serve and hold office until their respective successors are duly elected and qualified.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Openwave Systems Inc)
Directors and Officers of the Surviving Corporation. (a) The directors of the Company Acquisition immediately prior to the Effective Time shall shall, from and after the Effective Time, be the directors of the Surviving Corporation immediately following the Effective Time, to serve as such 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 URBCA, and bylaws of the Surviving Corporation's Articles of Incorporation and Bylaws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (May Department Stores Co)
Directors and Officers of the Surviving Corporation. (a) The directors of the Company Buyer immediately prior to the Effective Time shall shall, from and after the Effective Time, be the directors of the Surviving Corporation immediately following the Effective Time, to serve as such 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 bylaws of the Surviving CorporationBy-laws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Equinox Holdings Inc)
Directors and Officers of the Surviving Corporation. (a) The directors of the Company and the officers of the Company immediately prior to the Effective Time shall shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation immediately following the Effective Time, to serve as such 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 bylaws of the Surviving Corporation’s Articles of Incorporation and Bylaws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cascade Technologies Corp)
