Directors and Officers. The directors and officers of Merger Sub, in each case, immediately prior to the Effective Time shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporation.
Appears in 32 contracts
Samples: Escrow Agreement (Merit Medical Systems Inc), Agreement and Plan of Merger (Nanosphere Inc), Agreement and Plan of Merger (Instructure Inc)
Directors and Officers. The At the Effective Time, the directors and officers of Merger Sub, in each case, Sub immediately prior to the Effective Time shall, from and after the Effective Time, shall be the directors and officers, respectively, officers of the Surviving Corporation Corporation, to serve until their respective successors have been are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporationqualified.
Appears in 30 contracts
Samples: Agreement and Plan of Merger (Green Dot Corp), Agreement and Plan of Merger (PROS Holdings, Inc.), Agreement and Plan of Merger (Silicon Laboratories Inc)
Directors and Officers. The At the Effective Time, the directors and officers of Merger Sub, in each case, Sub immediately prior to the Effective Time shall, from and after the Effective Time, shall be the directors and officers, respectively, of the Surviving Corporation Corporation, to hold office until such time as such directors resign, are removed or their respective successors have been are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with qualified. The officers of Merger Sub immediately prior to the certificate of incorporation and by-laws Effective Time shall be the officers of the Surviving Corporation, to hold office until such time as such officers resign, are removed or their respective successors are duly elected or appointed and qualified.
Appears in 15 contracts
Samples: Agreement and Plan of Reorganization (Micromuse Inc), Agreement and Plan of Reorganization (Ariba Inc), Agreement and Plan of Reorganization (Human Genome Sciences Inc)
Directors and Officers. (a) The directors and officers of Merger Sub, in each case, Sub immediately prior to the Effective Time shall, from and after the Effective Time, shall be the directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.
Appears in 15 contracts
Samples: Agreement and Plan of Merger (Snap One Holdings Corp.), Agreement and Plan of Merger (Resideo Technologies, Inc.), Agreement and Plan of Merger (DreamWorks Animation SKG, Inc.)
Directors and Officers. The At the Effective Time, the directors and officers of Merger Sub, in each case, Sub immediately prior to the Effective Time shall, from and after the Effective Time, shall be the directors and officers, respectively, officers of the Surviving Corporation Corporation, until their respective successors have been are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporationqualified.
Appears in 14 contracts
Samples: Agreement and Plan of Merger and Reorganization (Kintera Inc), Agreement and Plan of Merger and Reorganization (Kintera Inc), Stock Exchange and Merger Agreement (Ivillage Inc)
Directors and Officers. The At the Effective Time, the directors and officers of Merger Sub, in each case, Sub immediately prior to the Effective Time shallshall be the directors of the Surviving Corporation, from and after the officers of Merger Sub immediately prior to the Effective Time, shall be the directors and officers, respectively, officers of the Surviving Corporation Corporation, in each case until their respective successors have been are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporationqualified.
Appears in 12 contracts
Samples: Agreement and Plan of Merger (Euniverse Inc), Escrow Agreement (Getthere Com), Agreement and Plan of Merger (Euniverse Inc)
Directors and Officers. The directors and officers of Merger Sub, in each case, immediately prior to the Effective Time shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws bylaws of the Surviving Corporation.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Argo Blockchain PLC), Agreement and Plan of Merger (On-Air Impact, Inc.), Agreement and Plan of Merger (Northwest Pipe Co)
Directors and Officers. The directors and officers of Merger Sub, in each case, immediately prior to the Effective Time shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation resignation, or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporation.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Innovus Pharmaceuticals, Inc.), Agreement and Plan of Merger (International Baler Corp), Agreement and Plan of Merger (Houston Wire & Cable CO)
Directors and Officers. The From and after the Effective Time, until the earlier of their death, resignation or removal or until their respective successors are duly elected or appointed and qualified in accordance with Applicable Law, (a) the directors and officers of Merger Sub, in each case, Sub immediately prior to the Effective Time shall, from and after the Effective Time, shall be the directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with (b) the certificate officers of incorporation and by-laws the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Alaska Communications Systems Group Inc), Agreement and Plan of Merger (ATN International, Inc.), Amended and Restated Agreement and Plan of Merger (Alaska Communications Systems Group Inc)
Directors and Officers. The directors and officers of Merger Sub, in each case, Sub immediately prior to the Effective Time shall, from and after the Effective Time, shall be the directors and officersofficers of the Surviving Corporation, respectively, each to hold office in accordance with the Articles of Incorporation and Bylaws of the Surviving Corporation until their respective successors have been are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporationqualified.
Appears in 6 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Reorganization and Merger (Futurelink Corp), Agreement and Plan of Reorganization and Merger (Futurelink Distribution Corp)
Directors and Officers. At the Effective Time, the directors of Merger Sub, as in effect immediately prior to the Effective Time, shall be the directors of the Surviving Corporation, until their respective successors are duly elected or appointed and qualified. The directors and officers of Merger Sub, as in each case, effect immediately prior to the Effective Time shall, from and after the Effective Time, shall be the directors and officers, respectively, officers of the Surviving Corporation Corporation, until their respective successors have been are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporationqualified.
Appears in 6 contracts
Samples: Agreement and Plan of Reorganization (Essex Portfolio Lp), Agreement and Plan of Merger and Reorganization (Crossroads Systems Inc), Agreement and Plan of Merger (Covad Communications Group Inc)
Directors and Officers. The At and after the Effective Time, the directors and officers of Merger Sub, in each case, Sub immediately prior to the Effective Time shallshall be the directors of the Surviving Corporation, from and after the officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, except as the Merger Sub shall otherwise provide in writing, in each case until their successors are elected or appointed and qualified. If, at the Effective Time, be a vacancy shall exist on the directors and officers, respectively, Board of the Surviving Corporation until their successors have been duly elected Directors or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws any office of the Surviving Corporation, such vacancy may thereafter be filled in the manner provided by law.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Fox & Hound Restaurant Group), Agreement and Plan of Merger (Fox Acquisition Co), Agreement and Plan of Merger (Fox & Hound Restaurant Group)
Directors and Officers. The From and after the Effective Time, the directors and officers of Merger Sub, in each case, Sub immediately prior to the Effective Time shall, from and after the Effective Time, shall be the directors and officers, respectively, officers of the Surviving Corporation Corporation, in each case until their successors have been duly are elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporationremoval.
Appears in 6 contracts
Samples: Agreement and Plan of Merger and Reorganization (Ikos Systems Inc), Agreement and Plan of Merger and Reorganization (Tut Systems Inc), Agreement and Plan of Merger and Reorganization (Copper Mountain Networks Inc)
Directors and Officers. The At and after the Effective Time, the directors and officers of Merger Sub, in each case, Sub immediately prior to the Effective Time shallshall be the directors of the Surviving Corporation, from and after the officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, except as Merger Sub shall otherwise provide in writing, in each case until their successors are elected or appointed and qualified. If, at the Effective Time, be a vacancy shall exist on the directors and officers, respectively, Board of the Surviving Corporation until their successors have been duly elected Directors or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws any office of the Surviving Corporation, such vacancy may thereafter be filled in the manner provided by law.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Linear LLC), Agreement and Plan of Merger (International Electronics Inc), Agreement and Plan of Merger (WHX Corp)
Directors and Officers. (a) The directors and officers of Merger Sub, in each case, Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation Company, unless otherwise determined by Parent prior to the Effective Time, each to hold office in accordance with the memorandum and articles of association of the Surviving Company until their respective successors have been are duly elected or appointed and qualified or until their such director’s earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporationremoval.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Chindata Group Holdings LTD), Agreement and Plan of Merger (Gracell Biotechnologies Inc.), Agreement and Plan of Merger (China Biologic Products Holdings, Inc.)
Directors and Officers. The Until duly removed or until successors are duly elected or appointed and qualified, the directors and officers of Merger Sub, in each case, Sub immediately prior to the Effective Time shall, from and after shall be the directors of the Surviving Corporation as of the Effective Time, and the officers of the Company immediately prior to the Effective Time shall be the directors and officers, respectively, officers of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws as of the Surviving CorporationEffective Time.
Appears in 5 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger, Agreement and Plan of Merger (Cardinal Health Inc)
Directors and Officers. The At and after the Effective Time, the directors and officers of Merger Sub, in each case, Sub immediately prior to the Effective Time shallshall be the directors of the Surviving Corporation, from and after the officers of the Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, in each case until their successors are elected or appointed and qualified. If, at the Effective Time, be a vacancy shall exist on the directors and officers, respectively, Board of the Surviving Corporation until their successors have been duly elected Directors or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws any office of the Surviving Corporation, such vacancy may thereafter be filled in the manner provided by law.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Berman Lyle), Agreement and Plan of Merger (Rainforest Cafe Inc), Agreement and Plan of Merger (Landrys Seafood Restaurants Inc)
Directors and Officers. The directors and officers of Merger Sub, in each case, Sub immediately prior to the Effective Time shall, from and after the officers of the Company immediately prior to the Effective Time, Time shall be the directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier respective death, permanent disability, resignation or removal in accordance with the certificate of incorporation or until their respective successors are duly elected and by-laws of the Surviving Corporationqualified.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (American Medical Systems Holdings Inc), Security Agreement (Ats Medical Inc), Agreement and Plan of Merger (Endo Pharmaceuticals Holdings Inc)
Directors and Officers. The Until duly removed or until successors are duly elected or appointed and qualified, the directors and officers of Merger Sub, in each case, Sub immediately prior to the Effective Time shall, from and after of the Merger shall be the initial directors of the Surviving Corporation as of the Effective Time, and the officers of the Company immediately prior to the Effective Time shall be the directors and officers, respectively, initial officers of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws as of the Surviving CorporationEffective Time.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Tech Data Corp), Agreement and Plan of Merger (Presidio, Inc.), Agreement and Plan of Merger (CardConnect Corp.)
Directors and Officers. The At the Effective Time, the directors and the officers of Merger Sub, in each case, Sub immediately prior to the Effective Time shall, from and after the Effective Time, shall be the initial directors and officers, respectively, officers of the Surviving Corporation. Each director and officer of the Surviving Corporation shall hold office in accordance with the Articles of Incorporation and Bylaws of the Surviving Corporation until their successors have been his or her death, resignation or removal or a successor is duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporationqualified.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Career Education Corp), Agreement and Plan of Merger (Argosy Education Group Inc), Agreement and Plan of Merger (Career Education Corp)
Directors and Officers. The directors and officers of Merger Sub, in each case, Sub immediately prior to the Effective Time shall, from and after such officers as may be appointed by the directors of Merger Sub immediately prior to the Effective Time, Time shall be the directors and officers, respectively, of the Surviving Corporation Corporation, in each case until their successors have been duly elected the earlier of his or appointed and qualified or until their earlier death, her resignation or removal in accordance with the certificate of incorporation or until his or her successors are duly elected and by-laws of the Surviving Corporationqualified.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Merge Healthcare Inc), Agreement and Plan of Merger (Bio Imaging Technologies Inc), Agreement and Plan of Merger (Etrials Worldwide Inc.)
Directors and Officers. The From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with applicable Law, the directors and officers of Merger Sub, in each case, Sub immediately prior to the Effective Time shall, from and after the Effective Time, shall be the directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws officers of the Surviving Corporation.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Vonage Holdings Corp), Agreement and Plan of Merger (DCP Holding CO), Agreement and Plan of Merger (Spirit Realty Capital, Inc.)
Directors and Officers. The directors and officers of Merger Sub, in each case, Sub immediately prior to the Effective Time shall, from and after the officers of the Company immediately prior to the Effective Time, Time shall be the directors and officers, respectively, of the Surviving Corporation until their respective successors have been are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporationqualified.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Imperial Holly Corp), Agreement and Plan of Merger (Imperial Holly Corp), Agreement and Plan of Merger (Imperial Holly Corp)
Directors and Officers. The At the Effective Time, the directors and officers of Merger Sub, in each case, Sub immediately prior to the Effective Time shall, from and after the Effective Time, will be the directors and officers, respectively, officers of the Surviving Corporation Corporation, to serve until their respective successors have been are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporationqualified.
Appears in 5 contracts
Samples: Escrow Agreement (Amsurg Corp), Agreement and Plan of Merger (Textura Corp), Agreement and Plan of Merger (HealthSpring, Inc.)
Directors and Officers. (a) The directors and officers of Merger Sub, in each case, Sub immediately prior to the Effective Time shall, from and after the Effective Time, shall be the initial directors and officers, respectively, of the Surviving Corporation until the earlier of their successors have been duly elected resignation or appointed and qualified removal or until their earlier deathrespective successors are duly elected and qualified, resignation or removal in accordance with as the certificate of incorporation and by-laws of the Surviving Corporationcase may be.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Illumina Inc), Agreement and Plan of Merger (Icos Corp), Agreement and Plan of Merger (Solexa, Inc.)
Directors and Officers. The directors and officers of Merger Sub, in each case, immediately prior to the Effective Time shall, from and after the Effective Time, be the directors and officers, respectively, of Merger Sub at the Effective Time will become the directors and officers of the Surviving Corporation and will hold office from the Effective Time until their respective successors have been are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate manner provided in the articles of incorporation and by-laws bylaws of the Surviving CorporationCorporation or as otherwise provided by Law.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Equity Bancshares Inc), Agreement and Plan of Reorganization (Equity Bancshares Inc), Agreement and Plan of Merger (Equity Bancshares Inc)
Directors and Officers. The From and after the Effective Time, (i) the directors and officers of Merger Sub, in each case, Sub immediately prior to the Effective Time shallshall be the initial directors of the Surviving Corporation, from and after (ii) the officers of Merger Sub immediately prior to the Effective Time, Time shall be the directors initial officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and officers, respectively, bylaws of the Surviving Corporation until their respective successors have been are duly elected or appointed and qualified or until the earlier of their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporationremoval.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Sl Industries Inc), Agreement and Plan of Merger (Steel Partners Holdings L.P.), Agreement and Plan of Merger (Steel Partners Holdings L.P.)
Directors and Officers. At the Effective Time, the directors of Merger Sub, serving in such capacity immediately prior to the Effective Time, shall be the directors of the Surviving Corporation, until their respective successors are duly elected or appointed and qualified. The directors and officers of Merger Sub, in each case, holding office immediately prior to the Effective Time shall, from and after the Effective Time, shall be the directors and officers, respectively, officers of the Surviving Corporation Corporation, until their respective successors have been are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporationqualified.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Nptest Holding Corp), Agreement and Plan of Merger (Plumtree Software Inc), Agreement and Plan of Reorganization (Credence Systems Corp)
Directors and Officers. The directors and officers of Merger Sub, Sub in each case, immediately prior to office at and as of the Effective Time shall, from and after the Effective Time, will be the directors and officers, respectively, officers of the Surviving Corporation until their successors have been duly elected or appointed upon and qualified or until their earlier death, resignation or removal in accordance with following the certificate of incorporation and by-laws of the Surviving CorporationMerger.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Optio Software Inc), Agreement and Plan of Merger (Intersearch Group Inc), Agreement and Plan of Merger (Intersearch Group Inc)
Directors and Officers. The directors and officers of Merger Sub, in each case, immediately prior to the Effective Time shall, from and after the Effective Time, be the directors and officers, respectively, of Merger Sub at the Effective Time will become the directors and officers of the Surviving Corporation and will hold office from the Effective Time until their respective successors have been are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the manner provided in the certificate of incorporation formation and by-laws bylaws of the Surviving CorporationCorporation or as otherwise provided by Law.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Third Coast Bancshares, Inc.), Agreement and Plan of Reorganization (Third Coast Bancshares, Inc.), Agreement and Plan of Reorganization (First Financial Bankshares Inc)
Directors and Officers. The From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with applicable law, the directors and officers of Merger Sub, in each case, Sub immediately prior to the Effective Time shall, from and after the Effective Time, will be the directors and officers, respectively, officers of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with after the certificate of incorporation and by-laws consummation of the Surviving CorporationMerger.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Immucor Inc), Agreement and Plan of Merger (Isomedix Inc), Agreement and Plan of Merger (Fabri Centers of America Inc)
Directors and Officers. The directors and officers of Merger Sub, in each case, immediately prior to the Effective Time shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation resignation, or removal in accordance with the certificate articles of incorporation and by-laws of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Torotel Inc), Agreement and Plan of Merger (Sykes Enterprises Inc), Agreement and Plan of Merger (Torotel Inc)
Directors and Officers. The At the Effective Time, (i) the directors and officers of Merger Sub, in each case, Sub immediately prior to the Effective Time shall, from and after the Effective Time, shall be the directors and officers, respectively, of the Surviving Corporation Corporation, until their respective successors have been are duly elected or appointed and qualified or until their earlier deathqualified, resignation or removal in accordance with and (ii) the certificate officers of incorporation and by-laws the Company immediately prior to the Effective Time shall be the officers of the Surviving CorporationCorporation and shall continue to hold the offices they held immediately prior to the Effective Time, to serve until their respective successors are duly elected or appointed and qualified.
Appears in 4 contracts
Samples: Services Agreement (Netratings Inc), Services Agreement (Netratings Inc), Agreement and Plan of Reorganization (Netratings Inc)
Directors and Officers. The At the Effective Time, the directors and officers of Merger Sub, in each case, immediately prior to the Effective Time shall, from and after the Effective Time, be Sub shall become the directors and officers, respectively, officers of the Surviving Corporation Corporation, until their respective successors have been are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporationqualified.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Quadramed Corp), Agreement and Plan (Medicus Systems Corp /De/), Agreement and Plan of Reorganization (Quadramed Corp)
Directors and Officers. The Unless otherwise determined by Parent prior to the Effective Time, the directors and officers of Merger Sub, in each case, Sub immediately prior to the Effective Time shall, from shall be the sole directors and after officers of the Surviving Corporation effective as of the Effective Time, be each to hold office in accordance with the directors certificate of incorporation and officers, respectively, bylaws of the Surviving Corporation until their successors have been are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporationremoval.
Appears in 4 contracts
Samples: Agreement and Plan of Merger and Reorganization (Superior Galleries Inc), Agreement and Plan of Merger (Dgse Companies Inc), Escrow Agreement (Dgse Companies Inc)
Directors and Officers. The directors and officers of Merger Sub, in each case, immediately prior to the Effective Time shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate articles of incorporation and by-laws of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (MGC DIAGNOSTICS Corp), Agreement and Plan of Merger (MGC Parent LLC), Agreement and Plan of Merger (GigCapital2, Inc.)
Directors and Officers. The officers and directors and officers of Merger Sub, in each case, Sub immediately prior to the Effective Time shall, shall be the officers and directors of the Surviving Company from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation Time until their respective successors shall have been duly elected or appointed and qualified or until their respective earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving CorporationCompany and Applicable Law.
Appears in 4 contracts
Samples: Employment Agreement (Sierra Income Corp), Agreement and Plan of Merger (Medley Management Inc.), Agreement and Plan of Merger (Sierra Income Corp)
Directors and Officers. The directors and officers of Merger Sub, in each case, immediately prior to Sub at the Effective Time shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until their successors 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 Certificate of incorporation Incorporation and by-laws of the Surviving Corporationlaws.
Appears in 4 contracts
Samples: Stock Option Agreement (Phone Com Inc), Agreement and Plan of Merger (Software Com Inc), Stock Option Agreement (Software Com Inc)
Directors and Officers. The At the Effective Time, each of the directors and officers of Merger Sub, in each case, as constituted immediately prior to the Effective Time shall, from and after the Effective Time, will be the directors and officers, respectively, officers of the Surviving Corporation Corporation, until their successors have been duly elected the earlier of his or appointed and qualified or until their earlier death, her resignation or removal in accordance with or until his or her successor is duly elected and qualified, as the case may be, subject to the provisions of the Surviving Corporation’s certificate of incorporation and by-laws of bylaws, and the Surviving Corporation.DGCL. ARTICLE II EFFECT OF THE MERGER ON THE CAPITAL STOCK OF THE CONSTITUENT CORPORATIONS; EXCHANGE OF CERTIFICATES
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Dell Technologies Inc), Agreement and Plan of Merger (Dell Technologies Inc), Agreement and Plan of Merger (Vmware, Inc.)
Directors and Officers. The directors and officers of Merger Sub, in each case, Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until the earlier of their successors have been duly elected resignation or appointed and qualified removal or until their earlier deathrespective successors are duly elected and qualified, resignation or removal in accordance with as the certificate of incorporation and by-laws of the Surviving Corporationcase may be.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Nic Inc), Agreement and Plan of Merger (Tyler Technologies Inc), Agreement and Plan of Merger (Tyler Technologies Inc)
Directors and Officers. (a) The directors and officers of Merger Sub, in each case, Sub immediately prior to the Effective Time shall, from and after shall be the directors of the Surviving Corporation immediately following the Effective Time, be until the directors and officers, respectively, earlier of the Surviving Corporation until their successors have been duly elected resignation or appointed and qualified removal or until their earlier deathrespective successors are duly elected and qualified, resignation or removal in accordance with as the certificate of incorporation and by-laws case may be. The Company shall use commercially reasonable efforts to cause each director of the Surviving CorporationCompany immediately prior to the Effective Time to execute and deliver a letter effectuating his or her resignation as a member of the Company Board, to be effective as of the Effective Time.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Loxo Oncology, Inc.), Agreement and Plan of Merger (ARMO BioSciences, Inc.), Agreement and Plan of Merger (Dermira, Inc.)
Directors and Officers. The directors and officers of Merger Sub, in each case, Sub immediately prior to the Effective Time shall, shall become the directors of the Surviving Corporation from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until their respective successors have been are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with qualified. The officers of the certificate of incorporation and by-laws Company immediately prior to the Effective Time shall become the officers of the Surviving CorporationCorporation from and after the Effective Time, until their respective successors are duly appointed.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Paravant Inc), Agreement and Plan of Merger (DRS Technologies Inc), Agreement and Plan of Merger (Paravant Inc)
Directors and Officers. The directors and officers of Merger Sub, in each case, immediately prior to the Effective Time shall, from and after At the Effective Time, (a) the directors of Merger Co shall be the directors and officers, respectively, of the Surviving Corporation Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation, and (b) the officers of Merger Co shall be the officers of the Surviving Corporation, in each case until their respective successors have been are duly elected or appointed and qualified or until the earlier of their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporationremoval.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Industrial Distribution Group Inc), Agreement and Plan of Merger (Industrial Distribution Group Inc), Agreement and Plan of Merger (King Luther Capital Management Corp)
Directors and Officers. The directors and officers of Merger Sub, in each case, Sub immediately prior to the Effective Time shall, from and after the Effective Time, shall be the directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate officers of incorporation and by-laws the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, in each case, until their respective successors are duly elected and qualified.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Expedia Inc), Agreement and Plan of Merger (Decode Genetics Inc), Agreement and Plan of Merger (Usa Interactive)
Directors and Officers. The directors and officers of Merger Sub, Sub in each case, office immediately prior to the Effective Time shall, from and after the Effective Time, shall be the directors and officers, respectively, of the Surviving Corporation Company until the earlier of their resignation or removal or until their respective successors have been are duly elected and qualified, as the case may be. The officers of the Company in office immediately prior to the Effective Time shall be the officers of the Surviving Company until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified or until their earlier deathqualified, resignation or removal in accordance with as the certificate of incorporation and by-laws of the Surviving Corporationcase may be.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sirius International Insurance Group, Ltd.), Agreement and Plan of Merger (OneBeacon Insurance Group, Ltd.), Agreement and Plan of Merger (Third Point Reinsurance Ltd.)
Directors and Officers. The directors and officers of the Merger Sub, in each case, Sub immediately prior to the Effective Time shall, shall become the directors of the Surviving Corporation from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until their respective successors have been are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with qualified. The officers of the certificate of incorporation and by-laws Company immediately prior to the Effective Time shall become the officers of the Surviving CorporationCorporation from and after the Effective Time, until their respective successors are duly appointed.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sea Pines Associates Inc), Agreement and Plan of Merger (American Management Systems Inc), Agreement and Plan of Merger (Cgi Group Inc)
Directors and Officers. The directors and officers of Merger Sub, in each case, immediately prior to the Effective Time shall, from From and after the Effective Time, until successors are duly elected or appointed in accordance with applicable law, the directors of Merger Sub at the Effective Time shall be the directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate officers of incorporation and by-laws Merger Sub at the Effective Time shall be the officers of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Phoenix International Life Sciences Inc), Agreement and Plan of Merger (Applied Analytical Industries Inc), Agreement and Plan of Merger (Applied Analytical Industries Inc)
Directors and Officers. The At the Effective Time, the directors and officers of Merger Sub, in each case, Sub immediately prior to the Effective Time shall, from and after the Effective Time, shall be the directors and officers, respectively, of the Surviving Corporation Corporation, to serve until their respective successors have been are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporationqualified.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Darden Restaurants Inc), Agreement and Plan of Merger (Q2 Holdings, Inc.), Agreement and Plan of Merger (Skyworks Solutions, Inc.)
Directors and Officers. The At and after the Effective Time, the directors and officers of Merger Sub, in each case, Sub immediately prior to the Effective Time shallshall be the directors of the Surviving Corporation, from and after the officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation except as the Merger Sub shall otherwise provide in writing, in each case until their successors are elected or appointed and qualified. If, at the Effective Time, be a vacancy shall exist on the directors and officers, respectively, Board of the Surviving Corporation until their successors have been duly elected Directors or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws any office of the Surviving Corporation, such vacancy may thereafter be filled in the manner provided by law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Ault Inc), Agreement and Plan of Merger (Sl Industries Inc), Agreement and Plan of Merger (Sl Industries Inc)
Directors and Officers. The At the Effective Time, (a) the directors and officers of Merger Sub, in each case, Sub immediately prior to the Effective Time shall, from and after the Effective Time, shall be the directors and officers, respectively, of the Surviving Corporation Corporation, and (b) the officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, in each case, to serve until their respective successors have been are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporationremoval.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (LiveXLive Media, Inc.), Agreement and Plan of Merger (LiveXLive Media, Inc.), Agreement and Plan of Merger (Snap Interactive, Inc)
Directors and Officers. The directors and officers of Merger Sub, in each case, immediately prior to the Effective Time shall, from From and after the Effective Time, the directors of Merger Sub shall be the directors and officers, respectively, of the Surviving Corporation Corporation, and such directors shall serve until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate Certificate of incorporation Incorporation and by-laws Bylaws of the Surviving Corporation. The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Company, each to hold office until the earlier of their resignation or removal.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Lyondell Chemical Co), Agreement and Plan of Merger (Huntsman CORP), Agreement and Plan of Merger (AI Chemical Investments LLC)
Directors and Officers. The Subject to applicable Law, the directors and officers of Merger Sub, in each case, Sub immediately prior to the Effective Time shall, from and after the Effective Time, shall be the directors and officers, respectively, officers of the Surviving Corporation Company and shall hold office until their respective successors have been are duly elected and qualify, or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporationremoval.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (BlackRock Capital Investment Corp), Agreement and Plan of Merger (BlackRock Capital Investment Corp), Agreement and Plan of Merger (BlackRock TCP Capital Corp.)
Directors and Officers. The directors of MergerCo and officers of Merger Subthe Company, in each caserespectively, immediately prior to the Effective Time shallshall become, from and after the Effective Time, be the directors and officers, respectively, officers of the Surviving Corporation Corporation, until their respective successors have been are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporationremoval.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Jostens Inc), Agreement and Plan of Merger (Kinnard Investments Inc), Agreement and Plan of Merger (Stockwalk Com Group Inc)
Directors and Officers. The directors directors, if any, and officers of Merger Sub, in each case, immediately prior to the Effective Time Sub shall, from and after the Effective Time, be become the directors and officers, respectively, of the Surviving Corporation until their successors shall have been duly elected elected, appointed or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate articles of incorporation and by-laws of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Triumph Group Inc), Agreement and Plan of Merger (Vought Aircraft Industries Inc), Merger Agreement (Biocryst Pharmaceuticals Inc)
Directors and Officers. The Subject to applicable law, the directors and officers of Merger Sub, in each case, Sub immediately prior to the Effective Time shall, from and after the Effective Time, shall be the initial directors and officers, respectively, of the Surviving Corporation and shall hold office until their respective successors have been are duly elected and qualified, or appointed and qualified or until their earlier death, resignation or removal in accordance with removal. The officers of the certificate of incorporation and by-laws Company immediately prior to the Closing Date shall be the initial officers of the Surviving CorporationCorporation and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Capital Bank Financial Corp.), Agreement and Plan of Merger (Capital Bank Financial Corp.), Agreement and Plan of Merger (Southern Community Financial Corp)
Directors and Officers. The directors and officers of Merger Sub, in each case, immediately prior to the Effective Time Merging Corporation shall, from and after the Effective TimeDate, be the directors and officersofficers of Surviving Corporation, respectively, until the earlier of the Surviving Corporation their resignation or removal or until their respective successors have been are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporationqualified.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Timberline Resources Corp), Agreement and Plan of Merger (Thunder Mountain Gold Inc), Agreement and Plan of Merger (New Jersey Mining Co)
Directors and Officers. The At the Effective Time, the directors and officers of Merger Sub, in each case, Sub immediately prior to the Effective Time shall, from and after the Effective Time, shall be the directors and officers, respectively, of the Surviving Corporation Corporation, and the officers of the Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, in each case until their successors have been are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporationqualified.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (TRW Inc), Agreement and Plan of Merger (Network Six Inc), Agreement and Plan of Merger (Saugatuck Capital Co LTD Partnership Iii)
Directors and Officers. The directors and officers of Merger Sub, in each case, Sub immediately prior to the Effective Time shallshall become, from and after the Effective Time, be the directors and officers, respectively, officers of the Surviving Corporation Corporation, until their respective successors have been are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporationremoval.
Appears in 3 contracts
Samples: Stock Purchase Agreement and Plan of Merger (Paragon Trade Brands Inc), Stock Purchase Agreement and Plan of Merger (Ontario Teachers Pension Plan Board), Stock Purchase Agreement and Plan of Merger (Paragon Trade Brands Inc)
Directors and Officers. The directors and officers of Merger Sub, in each case, Sub immediately prior to the Effective Time shall, from and after the Effective Time, shall be the initial directors and officers, respectively, of the Surviving Corporation, each to hold office in accordance with the Surviving Corporation Charter and the bylaws of the Surviving Corporation, and until their respective successors have been are duly elected and qualified or until their earlier death, disability, resignation or removal. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified or until their earlier death, disability, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporationremoval.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (REVA Medical, Inc.), Agreement and Plan of Merger and Reorganization (Cytyc Corp), Agreement and Plan of Merger (Cytyc Corp)
Directors and Officers. The 5. At the Effective Time, the directors and officers of Merger Sub, in each case, immediately prior to the Effective Time shall, from and after the Effective Time, Surviving Corporation shall be the those persons who are serving as directors and officers, respectively, of Merger Sub immediately before the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving CorporationEffective Time.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Citizens First Bancorp Inc), Agreement and Plan of Merger (Wayne Savings Bancshares Inc /De/), Agreement and Plan of Merger (Potters Financial Corp)
Directors and Officers. The From and after the Effective Time, the directors and officers of Merger Sub, in each case, Sub immediately prior to the Effective Time shall, from and after the Effective Time, shall be the directors and officers, respectively, of the Surviving Corporation Corporation, and the officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, in each case, until their respective successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate Certificate of incorporation Incorporation and by-laws Bylaws of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (LVB Acquisition, Inc.), Agreement and Plan of Merger (Greatbatch, Inc.), Agreement and Plan of Merger (Zimmer Holdings Inc)
Directors and Officers. The directors and officers of Merger Sub, in each case, Sub immediately prior to the Effective Time shall, from and after of the Effective Time, Merger shall be the directors and officers, respectively, officers of the Surviving Corporation at the Effective Time of the Merger and shall hold office from the Effective Time of the Merger until their respective successors have been are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate manner provided in the Certificate of incorporation Incorporation and byBy-laws Laws of the Surviving Corporation, or as otherwise provided by law.
Appears in 3 contracts
Samples: Agreement of Merger (Nextel Communications Inc), Amended And (Pittencrieff Communications Inc), Agreement of Merger and Plan of Reorganization (Pittencrieff Communications Inc)
Directors and Officers. (a) The directors and officers of Merger Sub, in each case, Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation Company until their successors shall have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate memorandum and articles of incorporation and by-laws association of the Surviving CorporationCompany.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Qihoo 360 Technology Co LTD), Agreement and Plan of Merger (iDreamSky Technology LTD), Agreement and Plan of Merger (Bona Film Group LTD)
Directors and Officers. The directors and officers of Merger Sub, in each case, Sub immediately prior to the Effective Time shall, from and after the officers of the Company immediately prior to the Effective Time, Time shall be the directors and officers, respectively, of the Surviving Corporation (other than those who Merger Sub determines shall not remain as officers of the Surviving Corporation) until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws bylaws of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Lear Corp), Agreement and Plan of Merger (American Real Estate Partners L P), Agreement and Plan of Merger (Lear Corp)
Directors and Officers. The At the Effective Time, the directors and officers of Merger Sub, as in each case, effect immediately prior to the Effective Time shall, from and after the Effective Time, shall be the directors and officers, respectively, of the Surviving Corporation Corporation, until their respective successors have been are duly elected or appointed and qualified or until their earlier deathqualified. The officers of the Merger Sub, resignation or removal as in accordance with effect immediately prior to the certificate of incorporation and by-laws Effective Time, shall be the officers of the Surviving Corporation, until their respective successors are duly elected or appointed and qualified.
Appears in 3 contracts
Samples: Acquisition Agreement and Plan of Merger (Sunset Brands Inc), Acquisition Agreement and Plan of Merger (Ibf Vi Guaranteed Income Fund), Acquisition Agreement and Plan of Merger (Sunset Brands Inc)
Directors and Officers. (a) The directors and officers of Merger Sub, in each case, Sub immediately prior to the Effective Time shall, from and after the Effective Time, shall be the directors and officers, respectively, of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors have been are duly elected or appointed and qualified or until their earlier deathqualified, resignation or removal in accordance with as the certificate of incorporation and by-laws of the Surviving Corporationcase may be.
Appears in 3 contracts
Samples: Limited Partnership Agreement (Telesat Partnership LP), Transaction Agreement and Plan of Merger (Telesat Canada), Transaction Agreement and Plan of Merger (Loral Space & Communications Inc.)
Directors and Officers. The directors and officers of Merger Sub, in each case, Sub immediately prior to the Effective Time shall, from and after the officers of the Company immediately prior to the Effective Time, Time shall be the directors and officers, respectively, of the Surviving Corporation Corporation, in each case until their successors have been duly elected the earlier of his or appointed and qualified or until their earlier death, her resignation or removal in accordance with the certificate of incorporation or until his or her successors are duly elected and by-laws of the Surviving Corporationqualified.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Abbott Laboratories), Agreement and Plan of Merger (Jaharis Mary), Agreement and Plan of Merger (Kos Pharmaceuticals Inc)
Directors and Officers. The directors and officers of Merger Sub, in each case, Sub immediately prior to the Effective Time shall, from and after the Effective Time, shall be the initial directors and officers, respectively, officers of the Surviving Corporation Corporation, in each case until their respective successors have been are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporationqualified.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Hagler Bailly Inc), Employment Agreement (Nathans Famous Inc), Agreement and Plan of Merger (Nathans Famous Inc)
Directors and Officers. The Except as otherwise set forth herein, from and after the Effective Time of the Merger, the directors of the Surviving Corporation and officers of the Surviving Corporation shall be those persons serving as directors and officers of Merger Sub, in each case, Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving CorporationMerger.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Kearny Financial Corp.), Agreement and Plan of Merger (Central Jersey Bancorp), Agreement and Plan of Merger (Beneficial Mutual Bancorp Inc)
Directors and Officers. The directors and officers of ---------------------- Merger Sub, in each case, Sub immediately prior to the Effective Time shallshall become, from and after the Effective Time, be the directors and officers, respectively, officers of the Surviving Corporation Corporation, until their respective successors have been are duly elected or appointed and qualified qualify or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporationremoval.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sun Healthcare Group Inc), Agreement and Plan of Merger (Regency Health Services Inc), Agreement and Plan of Merger (Sun Healthcare Group Inc)
Directors and Officers. The directors and officers of Merger Sub, in each case, Sub immediately prior to the Effective Time shall, from and after the Effective Time, shall be the directors and officers, respectively, officers of the Surviving Corporation until their successors shall have been duly elected or appointed and qualified in accordance with applicable Law or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporation’s Certificate of Incorporation and Bylaws.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Trizetto Group Inc), Agreement and Plan of Merger (Trizetto Group Inc), Agreement and Plan of Merger (Trizetto Group Inc)
Directors and Officers. (a) The directors and officers of Merger Sub, in each case, Sub immediately prior to the Effective Time shall, from and after the Effective Time, shall be the directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws officers of the Surviving Corporation, in each case, until the earlier of his or her resignation or removal or otherwise ceasing to be a director or officer, as the case may be, or until his or her respective successor is duly elected and qualified.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Genzyme Corp), Agreement and Plan of Merger (Genzyme Corp), Agreement and Plan of Merger (Geltex Pharmaceuticals Inc)
Directors and Officers. The At the Effective Time, the directors and officers of Merger Sub, in each case, Sub immediately prior to the Effective Time shall, from and after the Effective Time, shall be the directors and officers, respectively, of the Surviving Corporation Corporation, to hold office until such time as such directors resign, are removed or their respective successors have been are duly elected or appointed and qualified or until their earlier deathqualified. At the Effective Time, resignation or removal in accordance with the certificate officers of incorporation and by-laws Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, to hold office until such time as such officers resign, are removed or their respective successors are duly elected or appointed and qualified.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Covista Communications Inc), Agreement and Plan of Reorganization (Startec Global Communications Corp), Agreement and Plan of Reorganization (Capsule Communications Inc De)
Directors and Officers. (a) The directors and officers of Merger Sub, in each case, Sub immediately prior to the Effective Time shall, from and after shall be appointed as the directors of the Surviving Corporation immediately following the Effective Time, be until the directors and officers, respectively, earlier of the Surviving Corporation until their successors have been duly elected resignation or appointed and qualified removal or until their earlier deathrespective successors are duly elected and qualified, resignation or removal in accordance with as the certificate of incorporation and by-laws case may be. The Company shall request each director of the Surviving CorporationCompany immediately prior to the Effective Time to execute and deliver a letter effectuating his or her resignation as a member of the Company Board.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Theseus Pharmaceuticals, Inc.), Agreement and Plan of Merger (Kinnate Biopharma Inc.), Agreement and Plan of Merger (XOMA Corp)
Directors and Officers. The directors and officers of Merger Sub, in each case, Sub immediately prior to the Effective Time shall, from and after the Effective Time, shall be the directors and officers, respectively, officers of the Surviving Corporation Corporation, until the earlier of their resignation or removal or their respective successors have been are duly elected or appointed and qualified or until their earlier deathqualified, resignation or removal in accordance with as the certificate of incorporation and by-laws of the Surviving Corporationcase may be.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Virage Logic Corp), Agreement and Plan of Reorganization (Bio Technology General Corp)
Directors and Officers. The directors and officers of Merger Sub, in each case, Sub II immediately prior to the Effective Time shall, from and after the Effective Time, shall be the directors and officers, respectively, of the Surviving Corporation Company, and the officers of Merger Sub II. immediately prior to the Effective Time shall be the officers of the Surviving Company, each to hold office in accordance with the organizational documents of the Surviving Company as described in Section 2.01 and Section 2.02, until their respective successors have been are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporationremoval.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (KKR & Co. Inc.), Agreement and Plan of Merger (KKR & Co. Inc.)
Directors and Officers. The directors and officers of Merger Sub, in each case, Sub immediately prior to the Effective Time shall, from and after the Effective Time, shall be the directors and officers, respectively, officers of the Surviving Corporation at and as of the Effective Time (retaining their respective positions and terms of office), until the earlier of their successors have been duly elected respective resignation, removal or appointed and qualified otherwise ceasing to be a director or officer, respectively, or until their earlier deathrespective successors are duly elected and qualified, resignation or removal in accordance with as the certificate of incorporation and by-laws of the Surviving Corporationcase may be.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Talk America Holdings Inc), Agreement and Plan of Merger (Talk America Holdings Inc)
Directors and Officers. The directors and officers of Merger Sub, in each case, immediately prior to the Effective Time shall, from From and after the Effective Time, the directors and officers of Merger Sub shall be the directors and officers, respectively, officers of the Surviving Corporation Corporation, and such directors and officers shall serve until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws bylaws of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Medical Action Industries Inc), Agreement and Plan of Merger (Owens & Minor Inc/Va/)
Directors and Officers. The directors At the Effective Time, and officers without any further action on the part of the Company or Merger Sub, in each case, the directors of Merger Sub immediately prior to the Effective Time shall, from shall be and after the Effective Time, be become the directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier deathCorporation, resignation or removal each to hold office in accordance with the certificate of incorporation and by-laws bylaws of the Surviving Corporation. The officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office until the earlier of their resignation or removal.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ace Comm Corp), Agreement and Plan of Merger (Ace Comm Corp)
Directors and Officers. The From and after the Effective Time, (a) the directors and officers of Merger Sub, in each case, Sub immediately prior to the Effective Time shall, from and after the Effective Time, shall be the directors and officers, respectively, of the Surviving Corporation until their respective successors have been duly elected or appointed and qualified or until their earlier resignation, removal or death, resignation or removal in accordance with and (b) the certificate officers of incorporation and by-laws Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving CorporationCorporation until their respective successors have been duly elected or appointed and qualified or until their earlier resignation, removal or death.
Appears in 2 contracts
Samples: Asset Transfer Agreement (Zurn Water Solutions Corp), Asset Transfer Agreement (Zurn Water Solutions Corp)
Directors and Officers. The From and after the Effective Time, the directors and officers of Merger Sub, in each case, Sub immediately prior to the Effective Time shall, from and after the Effective Time, shall be the directors and officers, respectively, of the Surviving Corporation and the officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, in each case until their respective successors have been are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporationqualified.
Appears in 2 contracts
Samples: Support Agreement (Witness Systems Inc), Agreement and Plan of Reorganization (Ravisent Technologies Inc)
Directors and Officers. At the Effective Time, the directors of Merger Sub, as in effect immediately prior to the Effective Time, shall be the directors of the Surviving Corporation, until their respective successors are duly elected or appointed and qualified. The directors and officers of Merger Sub, as in each case, effect immediately prior to the Effective Time shall, from and after the Effective Time, shall be the directors and officers, respectively, initial officers of the Surviving Corporation Merger Sub, until their respective successors have been are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporationqualified.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Cardiovascular Dynamics Inc), Agreement and Plan of Reorganization (Polycom Inc)
Directors and Officers. The (a) At the Effective Time, the directors and officers of Merger Sub, in each case, Sub immediately prior to the Effective Time shall, from and after the Effective Time, shall be the directors and officers, respectively, of the Surviving Corporation Corporation, to hold office until such time as such directors resign, are removed or their respective successors have been are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporationqualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Staktek Holdings Inc), Agreement and Plan of Merger (Entorian Technologies Inc)
Directors and Officers. The At the Effective Time, the directors and officers of Merger Sub, in each case, Sub immediately prior to the Effective Time shall, from and after the Effective Time, shall be the directors and officers, respectively, of the Surviving Corporation Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, in each case until their respective successors have been are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporationqualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Accrue Software Inc), Agreement and Plan of Merger (Printcafe Inc)
Directors and Officers. (a) The directors and officers of Merger Sub, in each case, Sub immediately prior to the Effective Time shall, from shall be the directors and after officers of the First-Step Surviving Company immediately following the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until their respective successors have been are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws bylaws of the First-Step Surviving CorporationCompany.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Berry Plastics Group Inc), Agreement and Plan of Merger (Aep Industries Inc)
Directors and Officers. The (a) From and after the Effective Time, the directors and officers of Merger Sub, in each case, Sub I immediately prior to the Effective Time shall, from and after the Effective Time, shall be the initial directors and officers, respectively, of the Surviving Corporation and shall hold office until their respective successors have been are duly elected and qualified, or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporationremoval.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lumentum Holdings Inc.), Agreement and Plan of Merger (Coherent Inc)
Directors and Officers. The directors and officers of Merger Sub, in each case, MergerCo immediately prior to the Effective Time shallshall become, from and after the Effective Time, be the directors and officers, respectively, officers of the Surviving Corporation Corporation, until their respective successors have been are duly elected or appointed and qualified appointed, or until their such person’s earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporationremoval.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Steel Vault Corp), Agreement and Plan of Reorganization (VeriChip CORP)
Directors and Officers. The From and after the Effective Time, (a) the directors and officers of the Merger Sub, in each case, Sub immediately prior to the Effective Time shallshall be the initial directors of the Surviving Corporation, from and after (b) the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Company in office immediately prior to the Effective Time, be in each case, until the directors and officers, respectively, earlier of the Surviving Corporation until their successors have been duly elected resignation or appointed and qualified removal or until their earlier deathrespective successors are duly elected and qualified, resignation or removal in accordance with as the certificate of incorporation and by-laws of the Surviving Corporationcase may be.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (SYNAPTICS Inc), Agreement and Plan of Merger (Dealertrack Technologies, Inc)
Directors and Officers. (a) The directors and officers of Merger Sub, in each case, Sub immediately prior to the Effective Time shall, from and after the Effective Time, shall be the directors and officers, respectively, of the Surviving Corporation until their respective successors have been are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws bylaws of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Harman International Industries Inc /De/), Agreement and Plan of Merger (Emagin Corp)
Directors and Officers. The directors and officers of Merger Sub, in each case, Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the initial directors and officers, respectively, of the Surviving Corporation Corporation, in each case until their respective successors have been are duly elected or appointed and qualified or until the earlier of their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporationremoval.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (SeaBright Holdings, Inc.), Agreement and Plan of Merger (Enstar Group LTD)
Directors and Officers. The directors and officers of Merger Sub, Sub serving in each case, those positions immediately prior to the Effective Time shall, from will become the directors and after officers of the Surviving Corporation as of the Effective Time, be and will remain the directors and officers, respectively, officers of the Surviving Corporation after the Merger, in each case until their respective successors have been are duly elected or appointed and qualified or until the earlier of their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporationremoval.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Charles River Laboratories International Inc), Agreement and Plan of Merger (Charles River Laboratories International Inc)
Directors and Officers. The directors and officers of Merger Sub, in each case, Sub immediately prior to the Effective Time shall, from and after the Effective Time, shall be the directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed Company, and qualified or until their earlier deaththe officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Company, resignation or removal each to hold office in accordance with the certificate of incorporation and by-laws organizational documents of the Surviving CorporationCompany until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, in any case in the manner provided in the organizational documents of the Surviving Company and in accordance with applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pq Corp), Agreement and Plan of Merger (CyrusOne Inc.)
Directors and Officers. The directors and officers of Merger Sub, in each case, immediately prior to the Effective Time shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation resignation, or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporation.. Article II
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Apex Global Brands Inc.), Agreement and Plan of Merger (Apex Global Brands Inc.)
Directors and Officers. The directors and officers of Merger Sub, in each case, Sub immediately prior to the Effective Time shall, from and after the officers of the Company immediately prior to the Effective Time, Time shall be the directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed Corporation, and qualified or until their earlier death, resignation or removal such directors and officers shall hold office in accordance with and subject to the certificate Certificate of incorporation Incorporation and by-laws Bylaws of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Aleris International, Inc.), Agreement and Plan of Merger (Harrahs Entertainment Inc)
Directors and Officers. The directors and officers of Merger Sub, in each case, Sub immediately prior to the Effective Time shall, from and after the Effective Time, shall be the directors and officers, respectively, officers of the Surviving Corporation Corporation, each to hold office in accordance with the Articles of Incorporation and Bylaws of the Merger Sub until their respective successors have been are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporationqualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pacifica Bancorp Inc), Agreement and Plan of Merger (Ucbh Holdings Inc)
Directors and Officers. (a) The directors and officers of Merger Sub, in each case, Sub immediately prior to the Effective Time shall, from and after shall be the directors of the Surviving Corporation immediately following the Effective Time, be until the directors and officers, respectively, earlier of the Surviving Corporation until their successors have been duly elected resignation or appointed and qualified removal or until their earlier deathrespective successors are duly elected and qualified, resignation or removal in accordance with as the certificate of incorporation and by-laws case may be. The Company shall request each director of the Surviving CorporationCompany and each Company Subsidiary immediately prior to the Effective Time to execute and deliver a letter effectuating his or her resignation as a member of the Company Board and the board of directors of any Company Subsidiary, as applicable, to be effective as of the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (POINT Biopharma Global Inc.), Agreement and Plan of Merger (DICE Therapeutics, Inc.)
Directors and Officers. The directors and officers of Merger Sub, Sub in each case, office immediately prior to the Effective Time shall, from shall be the directors and officers of the Surviving Corporation after the Effective Time, be the and such directors and officers, respectively, officers shall serve in accordance with the Bylaws of the Surviving Corporation until their respective successors have been are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporationqualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kulicke & Soffa Industries Inc), Agreement and Plan of Merger (Kulicke & Soffa Industries Inc)
Directors and Officers. The From and after the Effective Time (until successors are duly elected or appointed and qualified), Merger Subsidiary’s officers and directors and officers of Merger Sub, in each case, immediately prior to the Effective Time shall, from and after the Effective Time, shall be the directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporation’s officers and directors.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ign Entertainment Inc), Agreement and Plan of Merger (Ign Entertainment Inc)
Directors and Officers. At the Effective Time, the directors of Merger ---------------------- Sub, as in effect immediately prior to the Effective Time, shall be the directors of the Surviving Corporation, until their respective successors are duly elected or appointed and qualified. The directors and officers of Merger Sub, as in each case, effect immediately prior to the Effective Time shall, from and after the Effective Time, shall be the directors and officers, respectively, officers of the Surviving Corporation Corporation, until their respective successors have been are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporationqualified.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Fogdog Inc), Agreement and Plan of Reorganization (Kana Communications Inc)
Directors and Officers. (a) The directors and officers of Merger Sub, Sub in each case, office immediately prior to the Effective Time shallTime, together with such persons as may thereafter be elected, shall serve as the directors of the Surviving Corporation from and after the Effective Time in accordance with the Bylaws of the Surviving Corporation. The officers of Merger Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, shall serve as the directors and officers, respectively, officers of the Surviving Corporation until their successors have been duly elected or appointed from and qualified or until their earlier death, resignation or removal after the Effective Time in accordance with the certificate of incorporation and by-laws Bylaws of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (HCBF Holding Company, Inc.), Agreement and Plan of Merger (HCBF Holding Company, Inc.)
