Directors and Officers of the Surviving Corporation. From and after the Effective Time, (a) the officers of Sub shall be the officers of the Surviving Corporation; and (b) the directors of Sub as of the Effective Time shall serve as directors of the Surviving Corporation, in each case, until the earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as the case may be, or until their respective successors are duly elected and qualified, as the case may be.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Genesis Health Ventures Inc /Pa), Agreement and Plan of Merger (Omnicare Inc), Agreement and Plan of Merger (Omnicare Inc)
Directors and Officers of the Surviving Corporation. From (a) The directors of Sub immediately prior to the Effective Time shall, from and after the Effective Time, (a) the officers of Sub shall be the officers of the Surviving Corporation; and (b) the directors of Sub as of the Effective Time shall serve as directors of the Surviving Corporation, in each case, Corporation until the their successors shall have been duly elected or appointed and qualified or until their earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as in accordance with the case may be, or until their respective successors are duly elected Surviving Corporation's Certificate of Incorporation and qualified, as the case may beBylaws.
Appears in 5 contracts
Samples: Merger Agreement (Corel Corp), Merger Agreement (Corel Corp), Agreement and Plan of Merger (Appnet Systems Inc)
Directors and Officers of the Surviving Corporation. From The directors of Sub and the officers of Sub immediately prior to the Effective Time shall, from and after the Effective Time, (a) the officers of Sub shall be the officers directors and officers, respectively, of the Surviving Corporation; Corporation until their successors shall have been duly elected or appointed and (b) the directors of Sub as of the Effective Time shall serve as directors of the Surviving Corporation, in each case, qualified or until the their earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as in accordance with the case may be, or until their respective successors are duly elected Surviving Corporation's Certificate of Incorporation and qualified, as the case may beBylaws.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Fpa Medical Management Inc), Agreement and Plan of Merger (Carson Inc), Agreement and Plan of Merger (Anthracite Capital Inc)
Directors and Officers of the Surviving Corporation. From The directors and officers of the Sub at the Effective Time shall, from and after the Effective Time, (a) the officers of Sub shall be the officers directors and officers, respectively, of the Surviving Corporation; and (b) the directors of Sub as of the Effective Time Corporation until their successors shall serve as directors of the Surviving Corporation, in each case, have been duly elected or appointed or qualified or until the their earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as in accordance with the case may be, or until their respective successors are duly elected Surviving Corporation's Certificate of Incorporation and qualified, as the case may beBy-laws.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Tumbleweed Communications Corp), Agreement and Plan of Merger (Tumbleweed Communications Corp), Merger Agreement (Tumbleweed Communications Corp)
Directors and Officers of the Surviving Corporation. From The directors of Sub immediately prior to the Effective Time shall, from and after the Effective Time, (a) be the directors of the Surviving Corporation, and the officers of Sub shall the Company immediately prior to the Effective Time shall, from and after the Effective Time, be the officers of the Surviving Corporation; and (b) the directors of Sub as of the Effective Time shall serve as directors of the Surviving Corporation, in each casecase until their respective successors shall have been duly elected, designated or qualified, or until the their earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as in accordance with the case may be, or until their respective successors are duly elected Surviving Corporation’s Certificate of Incorporation and qualified, as the case may beBy-Laws.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Pfizer Inc), Agreement and Plan of Merger (Baxalta Inc), Agreement and Plan of Merger (Hospira Inc)
Directors and Officers of the Surviving Corporation. From and after The directors of Sub immediately prior to the Effective TimeTime shall be the directors of the Surviving Corporation, (a) and the officers of Sub the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation; and (b) the directors of Sub as of the Effective Time shall serve as directors of the Surviving Corporation, in each case, until the earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as the case may be, or until their respective successors are duly elected and qualified, as the case may be.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Warburg Pincus Investors Lp), Agreement and Plan of Merger (Gilead Sciences Inc), Agreement and Plan of Merger (Nexstar Pharmaceuticals Inc)
Directors and Officers of the Surviving Corporation. From The directors and officers of Sub immediately prior to the Effective Time shall, from and after the Effective Time, (a) the officers of Sub shall be the officers directors and officers, respectively, of the Surviving Corporation; Corporation until their successors shall have been duly elected or appointed and (b) the directors of Sub as of the Effective Time shall serve as directors of the Surviving Corporation, in each case, qualified or until the their earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as in accordance with the case may be, or until their respective successors are duly elected Surviving Corporation's articles of incorporation and qualified, as the case may becode of regulations.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Elder Beerman Stores Corp), Agreement and Plan of Merger (Bon Ton Stores Inc), Agreement and Plan of Merger (Elder Beerman Stores Corp)
Directors and Officers of the Surviving Corporation. From The directors and officers of the Sub at the Effective Time shall, from and after the Effective Time, (a) the officers of Sub shall be the officers directors and officers, respectively, of the Surviving Corporation; and (b) the directors of Sub as of the Effective Time Corporation until their successors shall serve as directors of the Surviving Corporation, in each case, have been duly elected or appointed or qualified or until the their earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as in accordance with the case may be, or until their respective successors are duly elected Surviving Corporation's Articles of Incorporation and qualified, as the case may beBy-laws.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Interface Systems Inc), Agreement and Plan of Merger (Tumbleweed Communications Corp), Agreement and Plan of Merger (Tumbleweed Communications Corp)
Directors and Officers of the Surviving Corporation. From The directors of Sub immediately prior to the Effective Time shall, from and after the Effective Time, (a) be the directors of the Surviving Corporation, and the officers of Sub shall immediately prior to the Effective Time shall, from and after the Effective Time, be the officers of the Surviving Corporation; and (b) the directors of Sub as of the Effective Time shall serve as directors of the Surviving Corporation, in each casecase until their respective successors shall have been duly elected, designated or qualified, or until the their earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as in accordance with the case may be, or until their respective successors are duly elected Surviving Corporation’s Certificate of Incorporation and qualified, as the case may beBy-Laws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bioenvision Inc), Agreement and Plan of Merger (Genzyme Corp)
Directors and Officers of the Surviving Corporation. From The directors of Sub immediately prior to the Effective Time shall, from and after the Effective Time, (a) the officers of Sub shall be the officers directors and officers, respectively, of the Surviving Corporation; Corporation until their successors shall have been duly elected or appointed and (b) the directors of Sub as of the Effective Time shall serve as directors of the Surviving Corporation, in each case, qualified or until the their earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as in accordance with the case may be, or until their respective successors are duly elected Surviving Corporation’s Certificate of Incorporation and qualified, as the case may beBylaws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Progen Pharmaceuticals LTD), Agreement and Plan of Merger (Progen Pharmaceuticals LTD)
Directors and Officers of the Surviving Corporation. From The directors and after the Effective Time, (a) the officers of Sub immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation; and (b) the directors of Sub as of Corporation at the Effective Time shall serve as Time. The directors and officers of the Surviving Corporation, in each case, Corporation shall hold office until the their respective successors shall have been duly elected or appointed and qualified or until their earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as in accordance with the case may be, or until their respective successors are duly elected Articles of Incorporation and qualified, as Bylaws of the case may beSurviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Home Beneficial Corp), Agreement and Plan of Merger (United Dental Care Inc /De/)
Directors and Officers of the Surviving Corporation. From The directors and officers of Sub immediately prior to the Effective Time shall, from and after the Effective Time, (a) the officers of Sub shall be the officers directors and officers, respectively, of the Surviving Corporation; Corporation until their successors shall have been duly elected or appointed and (b) the directors of Sub as of the Effective Time shall serve as directors of the Surviving Corporation, in each case, qualified or until the their earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as in accordance with the case may be, or until their respective successors are duly elected Surviving Corporation’s certificate of incorporation and qualified, as the case may bebylaws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Garden Fresh Restaurant Corp /De/), Agreement and Plan of Merger (Garden Fresh Restaurant Corp /De/)
Directors and Officers of the Surviving Corporation. From The directors and officers of Sub immediately prior to the Effective Time and such others as Parent shall have designated, if any, shall, from and after the Effective Time, (a) the officers of Sub shall be the officers directors and officers, respectively, of the Surviving Corporation; Corporation until their successors shall have been duly elected or appointed and (b) the directors of Sub as of the Effective Time shall serve as directors of the Surviving Corporation, in each case, qualified or until the their earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as in accordance with the case may be, or until their respective successors are duly elected Charter and qualified, as the case may beBylaws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (AmNet Mortgage, Inc.), Agreement and Plan of Merger (Wachovia Corp New)
Directors and Officers of the Surviving Corporation. From The directors and officers of Sub immediately prior to the Effective Time shall, from and after the Effective Time, (a) the officers of Sub shall be the officers directors and officers, respectively, of the Surviving Corporation; Corporation until their successors shall have been duly elected or appointed and (b) the directors of Sub as of the Effective Time shall serve as directors of the Surviving Corporation, in each case, qualified or until the their earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as in accordance with the case may be, or until their respective successors are duly elected Surviving Corporation's Certificate of Incorporation and qualified, as the case may beBylaws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kash N Karry Food Stores Inc), Agreement and Plan of Merger (Food Lion Inc)
Directors and Officers of the Surviving Corporation. From The directors and officers of Sub immediately prior to the Effective Time shall, from and after the Effective Time, (a) the officers of Sub shall be the officers directors and officers, respectively, of the Surviving Corporation; Corporation until their successors shall have been duly elected or appointed and (b) the directors of Sub as of the Effective Time shall serve as directors of the Surviving Corporation, in each case, qualified or until the their earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as in accordance with the case may be, or until their respective successors are duly elected Surviving Corporation's Certificate of Incorporation and qualified, as the case may beBy- laws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Arrow Electronics Inc), Agreement and Plan of Merger (Arrow Electronics Inc)
Directors and Officers of the Surviving Corporation. From The directors of Sub and the officers of Sub immediately prior to the Effective Time shall, from and after the Effective Time, (a) the officers of Sub shall be the officers directors and officers, respectively, of the Surviving Corporation; Corporation until their respective successors shall have been duly elected or appointed and (b) the directors of Sub as of the Effective Time shall serve as directors of the Surviving Corporation, in each case, qualified or until the their earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as in accordance with the case may be, or until their respective successors are duly elected Surviving Corporation's Certificate of Incorporation and qualified, as the case may beBylaws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Proxima Corp), Agreement and Plan of Merger (Ask Asa)
Directors and Officers of the Surviving Corporation. From The directors of Sub immediately prior to the Effective Time shall, from and after the Effective Time, (a) be the directors of the Surviving Corporation, and the officers of Sub shall immediately prior to the Effective Time shall, from and after the Effective Time, be the officers of the Surviving Corporation; and (b) the directors of Sub as of the Effective Time shall serve as directors of the Surviving Corporation, in each casecase until their respective successors shall have been duly elected, designated or qualified, or until the their earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as in accordance with the case may be, or until their respective successors are duly elected Surviving Corporation’s Articles of Incorporation and qualified, as the case may beBy-Laws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Genzyme Corp), Agreement and Plan of Merger (Bone Care International Inc)
Directors and Officers of the Surviving Corporation. From The directors and officers of Sub immediately prior to the Effective Time shall, from and after the Effective Time, (a) the officers of Sub shall be the officers directors and officers, respectively, of the Surviving Corporation; Corporation until their successors shall have been duly elected or appointed and (b) the directors of Sub as of the Effective Time shall serve as directors of the Surviving Corporation, in each case, qualified or until the their earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as in accordance with the case may be, or until their respective successors are duly elected Surviving Corporation's Certificate of Incorporation and qualified, as the case may beBy-laws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Arrow Electronics Inc), Agreement and Plan of Merger (Richey Electronics Inc)
Directors and Officers of the Surviving Corporation. From The directors and officers of Sub immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation from and after the Effective Time, (a) the officers of Sub until their successors shall be the officers of the Surviving Corporation; have been duly elected or appointed and (b) the directors of Sub as of the Effective Time shall serve as directors of the Surviving Corporation, in each case, qualified or until the their earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as in accordance with the case may be, or until their respective successors are duly elected Surviving Corporation's Certificate of Incorporation and qualified, as the case may beBylaws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Radiance Medical Systems Inc /De/), Agreement and Plan of Merger (Cardiovascular Dynamics Inc)
Directors and Officers of the Surviving Corporation. From The directors of Sub and the officers of Sub immediately prior to the Effective Time shall, from and after the Effective Time, (a) the officers of Sub shall be the officers directors and officers, respectively, of the Surviving Corporation; Corporation until their successors shall have been duly elected or appointed and (b) the directors of Sub as of the Effective Time shall serve as directors of the Surviving Corporation, in each case, qualified or until the their earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as in accordance with the case may be, or until their respective successors are duly elected Surviving Corporation's Articles of Incorporation and qualified, as the case may beBy-Laws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Alpnet Inc), Agreement and Plan of Merger (Alpnet Inc)
Directors and Officers of the Surviving Corporation. From The directors of Sub immediately prior to the Effective Time shall, from and after the Effective Time, (a) be the directors of the Surviving Corporation, and the officers of Sub shall immediately prior to the Effective Time shall, from and after the Effective Time, be the officers of the Surviving Corporation; and (b) the directors of Sub as of the Effective Time shall serve as directors of the Surviving Corporation, in each casecase until their respective successors shall have been duly elected, designated or qualified, or until the their earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as in accordance with the case may be, or until their respective successors are duly elected Surviving Corporation’s Certificate of Incorporation and qualified, as the case may beby-laws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Enterasys Networks Inc /De/)
Directors and Officers of the Surviving Corporation. From The directors of Sub and the officers of Sub immediately prior to the Effective Time shall, from and after the Effective Time, (a) the officers of Sub shall be the officers directors and officers, respectively, of the Surviving Corporation; Corporation until their successors shall have been duly elected or appointed and (b) the directors of Sub as of the Effective Time shall serve as directors of the Surviving Corporation, in each case, qualified or until the their earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as in accordance with the case may be, or until their respective successors are duly elected Surviving Corporation’s Certificate of Incorporation and qualified, as the case may beBylaws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (U S Wireless Data Inc)
Directors and Officers of the Surviving Corporation. From The directors and officers of the Sub at the Effective Time shall, from and after the Effective Time, (a) the officers of Sub shall be the officers directors and officers, respectively, of the Surviving Corporation; and (b) the directors of Sub as of the Effective Time Corporation until their successors shall serve as directors of the Surviving Corporation, in each case, have been duly elected or appointed or qualified or until the their earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as in accordance with the case may be, or until their respective successors are duly elected Surviving Corporation’s Certificate of Incorporation and qualified, as the case may beBy-laws.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization and Merger (Valicert Inc)
Directors and Officers of the Surviving Corporation. From The directors of Sub and the officers of Sub immediately prior to the Effective Time shall, from and after the Effective Time, (a) the officers of Sub shall be the officers directors and officers, respectively, of the Surviving Corporation; Corporation until their successors shall have been duly elected or appointed and (b) the directors of Sub as of the Effective Time shall serve as directors of the Surviving Corporation, in each case, qualified or until the their earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as in accordance with the case may be, or until their respective successors are duly elected Surviving Corporation's Articles of Incorporation and qualified, as the case may be.Bylaws. 1.06
Appears in 1 contract
Samples: Agreement and Plan of Merger (General Scanning Inc \Ma\)
Directors and Officers of the Surviving Corporation. From At the Effective --------------------------------------------------- Time, the directors of Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, until their successors are duly elected or appointed and after qualified in accordance with applicable law. At the Effective Time, (a) the officers of Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation; and (b) the directors of Sub as of the Effective Time shall serve as directors of the Surviving Corporation, in each case, until the earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as the case may be, or until their respective successors are duly elected or appointed and qualified, as the case may bequalified in accordance with applicable law.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. From The directors of Sub immediately prior to the Effective Time shall, from and after the Effective Time, (a) be the directors of the Surviving Corporation, and the officers of Sub shall the Company immediately prior to the Effective Time shall, from and after the Effective Time, be the officers of the Surviving Corporation; and (b) the directors of Sub as of the Effective Time shall serve as directors of the Surviving Corporation, in each casecase until their respective successors shall have been duly elected, designated or qualified, or until the their earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as in accordance with the case may be, or until their respective successors are duly elected Surviving Corporation's Certificate of Incorporation and qualified, as the case may beBy-Laws.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. From The directors and officers of Sub immediately prior to the Effective Time and such other individuals specified by the Board of Directors of Sub as officers prior to the Effective Time shall, from and after the Effective Time, (a) the officers of Sub shall be the officers directors and officers, respectively, of the Surviving Corporation; Corporation until their successors shall have been duly elected or appointed and (b) the directors of Sub as of the Effective Time shall serve as directors of the Surviving Corporation, in each case, qualified or until the their earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as in accordance with the case may be, or until their respective successors are duly elected Surviving Corporation's Articles of Incorporation and qualified, as the case may beRegulations.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Belden & Blake Corp /Oh/)
Directors and Officers of the Surviving Corporation. From The directors and officers of the Sub at the Effective Time shall, from and after the Effective Time, (a) the officers of Sub shall be the officers directors and officers, respectively, of the Surviving Corporation; and (b) the directors of Sub as of the Effective Time Corporation until their successors shall serve as directors of the Surviving Corporation, in each case, have been duly elected or appointed or qualified or until the their earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as in accordance with the case may be, or until their respective successors are duly elected certificate of incorporation and qualified, as the case may beby-laws of the Surviving Corporation.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. From The directors and officers of Sub at the Effective Time shall, from and after the Effective Time, (a) the officers of Sub shall be the officers directors and officers, respectively, of the Surviving Corporation; and (b) the directors of Sub as of the Effective Time Corporation until their successors shall serve as directors of the Surviving Corporation, in each case, have been duly elected or appointed or qualified or until the their earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as in accordance with the case may be, or until their respective successors are duly elected Certificate of Incorporation and qualified, as the case may beBylaws.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. From The directors of the Sub and the officers of the Sub immediately prior to the Effective Time shall, from and after the Effective Time, (a) the officers of Sub shall be the officers directors and officers, respectively, of the Surviving Corporation; Corporation until their successors shall have been duly elected or appointed and (b) the directors of Sub as of the Effective Time shall serve as directors of the Surviving Corporation, in each case, qualified or until the their earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as in accordance with the case may be, or until their respective successors are duly elected Surviving Corporation's Articles of Incorporation and qualified, as the case may beBylaws.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. From The directors and officers of Sub immediately prior to the Effective Time shall, from and after the Effective Time, (a) the officers of Sub shall be the officers directors and officers, respectively, of the Surviving Corporation; Corporation until their successors shall have been duly elected or appointed and (b) the directors of Sub as of the Effective Time shall serve as directors of the Surviving Corporation, in each case, qualified or until the their earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as in accordance with the case may be, or until their respective successors are duly elected Surviving Corporation’s articles of incorporation and qualified, as the case may becode of regulations.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Fairpoint Communications Inc)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, (a) the directors and officers of Sub shall be the directors and officers of the Surviving Corporation; and (b) the directors of Sub as of the Effective Time shall serve as directors of the Surviving Corporation, in each case, until the earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as the case may be, or until their respective successors are duly elected and qualified, as the case may be.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Red Robin Gourmet Burgers Inc)
Directors and Officers of the Surviving Corporation. From and after At the Effective Time, (a) the directors of Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, until their successors are duly elected or appointed and qualified in accordance with applicable law. At the Effective Time, the officers of Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation; and (b) the directors of Sub as of the Effective Time shall serve as directors of the Surviving Corporation, in each case, until the earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as the case may be, or until their respective successors are duly elected or appointed and qualified, as the case may bequalified in accordance with applicable law.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. From and after At the Effective Time, (a) the officers of Sub shall be the officers of the Surviving Corporation; and (b) the directors of Sub as of immediately prior to the Effective Time shall serve as be the directors of the Surviving Corporation, in each caseof such directors to hold office, until subject to the earlier applicable provisions of their deaththe Articles of Incorporation and By-laws of the Surviving Corporation, resignation or removal or otherwise ceasing to be an officer or a director, as the case may be, or until their respective successors are shall be duly elected and qualified, as the case may be.or appointed and
Appears in 1 contract
Samples: Agreement and Plan of Merger (Rainmaker Systems Inc)
Directors and Officers of the Surviving Corporation. From The directors and after the Effective Time, (a) the officers of Sub immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation; and (b) the directors of Sub as of Corporation at the Effective Time shall serve as Time. The directors and officers of the Surviving Corporation, in each case, Corporation shall hold office until the their respective successors shall have been duly elected or appointed and qualified or until their earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as in accordance with the case may be, or until their respective successors are duly elected Articles of Incorporation and qualified, as By-laws of the case may beSurviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Independent Insurance Group Inc)
Directors and Officers of the Surviving Corporation. From The directors of Sub and the officers of Sub immediately prior to the Effective Time shall, from and after the Effective Time, (a) the officers of Sub shall be the officers directors and officers, 4 9 respectively, of the Surviving Corporation; Corporation until their successors shall have been duly elected or appointed and (b) the directors of Sub as of the Effective Time shall serve as directors of the Surviving Corporation, in each case, qualified or until the their earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as in accordance with the case may be, or until their respective successors are duly elected Surviving Corporation's Certificate of Incorporation and qualified, as the case may beBy-Laws.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. From The directors of Sub and the officers of the Company immediately prior to the Effective Time shall, from and after the Effective Time, (a) the officers of Sub shall be the officers directors and officers, respectively, of the Surviving Corporation; Corporation until their successors shall have been duly elected or appointed and (b) the directors of Sub as of the Effective Time shall serve as directors of the Surviving Corporation, in each case, qualified or until the their earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as in accordance with the case may be, or until their respective successors are duly elected Surviving Corporation's Certificate of Incorporation and qualified, as the case may beBy-Laws.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. From The directors and the officers of Sub immediately prior to the Effective Time shall, from and after the Effective Time, (a) the officers of Sub shall be the officers directors and officers, respectively, of the Surviving Corporation; Corporation until their successors shall have been duly elected or appointed and (b) the directors of Sub as of the Effective Time shall serve as directors of the Surviving Corporation, in each case, qualified or until the their earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as in accordance with the case may be, or until their respective successors are duly elected Surviving Corporation's articles of incorporation and qualified, as the case may bebylaws.
Appears in 1 contract
Directors and Officers of the Surviving Corporation. From The directors of Sub and the officers of Sub immediately prior to the Effective Time shall, from and after the Effective Time, (a) the officers of Sub shall be the officers directors and officers, respectively, of the Surviving Corporation; Corporation until their successors shall have been duly elected or appointed and (b) the directors of Sub as of the Effective Time shall serve as directors of the Surviving Corporation, in each case, qualified or until the their earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as in accordance with the case may be, or until their respective successors are duly elected Surviving Corporation's Articles of Incorporation and qualified, as the case may beBylaws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Fpa Medical Management Inc)
Directors and Officers of the Surviving Corporation. From The directors and officers of Sub immediately prior to the Effective Time shall, from and after the Effective Time, (a) the officers of Sub shall be the officers directors and officers, respectively, of the Surviving Corporation; Corporation until their successors shall have been duly elected or appointed and (b) the directors of Sub as of the Effective Time shall serve as directors of the Surviving Corporation, in each case, qualified or until the their earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as in accordance with the case may be, or until their respective successors are duly elected Surviving Corporation's Articles of Incorporation and qualified, as the case may beRegulations.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Worthington Foods Inc /Oh/)
Directors and Officers of the Surviving Corporation. From and after The directors of Sub immediately prior to the Effective Time, (a) Time will be the directors of the Surviving Corporation and the officers of Sub shall immediately prior to the Effective Time will be the officers of the Surviving Corporation; and (b) the directors of Sub as of the Effective Time shall serve as directors of the Surviving Corporation, in each case, Corporation until the earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as the case may be, or until their respective successors are duly elected and qualified, as the case may be.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Transmedia Asia Pacific Inc)
Directors and Officers of the Surviving Corporation. From The directors and officers of the Sub at the Effective Time shall, from and after the Effective Time, (a) the officers of Sub shall be the directors and officers of the Surviving Corporation; Corporation until their successors shall have been duly elected or appointed and (b) the directors of Sub as of the Effective Time shall serve as directors of qualified or until their earlier death, resignation, or removal in accordance with the Surviving Corporation, in each case, until the earlier 's Articles of their death, resignation or removal or otherwise ceasing to be an officer or a director, as the case may be, or until their respective successors are duly elected Incorporation and qualified, as the case may beBy-laws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Source Services Corp)
Directors and Officers of the Surviving Corporation. From and after the Effective Time, (a) the officers of Sub shall be the officers of the Surviving Corporation; and (b) the a)The directors of Sub as of immediately prior to the Effective Time shall serve as be the directors of the Surviving Corporation, in each case, until the earlier of their death, resignation or removal or otherwise ceasing to be an officer or a director, as the case may be, or until their respective successors are duly elected and qualified, as the case may be.
Appears in 1 contract
