Directors and Officers. The directors of Sub in office immediately prior to the Effective Time, together with such additional 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 Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, shall serve as the officers of the Surviving Corporation from and after the Effective Time in accordance with the Bylaws of the Surviving Corporation.
Appears in 16 contracts
Samples: Agreement and Plan of Merger (Sterling Bancshares Inc), Agreement and Plan of Merger (Phase Forward Inc), Agreement and Plan of Merger (Vicon Industries Inc /Ny/)
Directors and Officers. The directors director(s) of Sub in office immediately prior to ---------------------- the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the directors initial director(s) of the Surviving Corporation from and after the Effective Time Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation. The officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the initial officers of the Surviving Corporation from and after the Effective Time Corporation, each to hold office in accordance with the Bylaws of the Surviving Corporation.
Appears in 9 contracts
Samples: Agreement and Plan of Reorganization (Usweb Corp), Agreement and Plan of Reorganization (Usweb Corp), Agreement and Plan of Reorganization (Usweb Corp)
Directors and Officers. The directors and officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the initial directors and officers of the Surviving Corporation from and after the Effective Time Corporation, each to hold office in accordance with the Bylaws Certificate of the Surviving Corporation. The officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, shall serve as the officers of the Surviving Corporation from Incorporation and after the Effective Time in accordance with the Bylaws of the Surviving Corporation.
Appears in 9 contracts
Samples: Employment Agreement, Agreement and Plan of Merger (Millennium Pharmaceuticals Inc), Agreement and Plan of Merger (Millennium Pharmaceuticals Inc)
Directors and Officers. (a) The directors of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the directors of the Surviving Corporation from Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and after the Effective Time in accordance with the Bylaws of the Surviving Corporation. The officers of Sub in office immediately prior to the Effective Timequalified, together with such additional persons as may thereafter be elected, shall serve as the officers of the Surviving Corporation from and after the Effective Time in accordance with the Bylaws of the Surviving Corporationcase may be.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Exar Corp), Agreement and Plan of Merger (Hi/Fn Inc), Agreement and Plan of Merger (Virtusa Corp)
Directors and Officers. The At the Effective Time, the directors and officers of Sub in office Sub, as constituted immediately prior to the Effective Time, together with such additional persons as may thereafter shall be elected, shall serve as the directors of the Surviving Corporation from and after the Effective Time in accordance with the Bylaws officers of the Surviving Corporation. The officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, shall serve as the officers of the Surviving Corporation from until their respective successors are duly elected or appointed and after the Effective Time in accordance with the Bylaws of the Surviving Corporationqualified.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Digital Insight Corp), Agreement and Plan of Merger (Synplicity Inc), Agreement and Plan of Merger (Scientific Atlanta Inc)
Directors and Officers. The directors of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the initial directors of the Surviving Corporation from and after the Effective Time Corporation, each to hold office in accordance with the Bylaws Certificate of Incorporation and By-Laws of the Surviving Corporation. The , and the officers of Sub in office the Company immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the initial officers of the Surviving Corporation from Corporation, in each case until their respective successors are duly elected or appointed (as the case may be) and after the Effective Time in accordance with the Bylaws of the Surviving Corporationqualified.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (About Com Inc), Agreement and Plan of Merger (Mbia Inc), Agreement and Plan of Merger (Telxon Corp)
Directors and Officers. The directors director(s) of Sub in office immediately prior ---------------------- to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the directors initial director(s) of the Surviving Corporation from and after the Effective Time Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation. The officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the initial officers of the Surviving Corporation from and after the Effective Time Corporation, each to hold office in accordance with the Bylaws of the Surviving Corporation.
Appears in 5 contracts
Samples: Agreement and Plan of Reorganization (Usweb Corp), Agreement and Plan of Reorganization (Usweb Corp), Agreement and Plan of Reorganization (Usweb Corp)
Directors and Officers. The directors of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, shall serve as the directors of the Surviving Corporation surviving corporation resulting from the Merger from and after the Effective Time in accordance with the Bylaws of the Surviving Corporationsuch corporation. The officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, shall serve as the officers of the Surviving Corporation surviving corporation resulting from the Merger from and after the Effective Time in accordance with the Bylaws of the Surviving Corporationsuch corporation.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Thermoview Industries Inc), Agreement and Plan of Merger (Thermoview Industries Inc), Agreement and Plan of Merger (Thermoview Industries Inc)
Directors and Officers. The directors of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the initial directors of the Surviving Corporation from and after the Effective Time Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation. The , and the officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the initial officers of the Surviving Corporation from and after the Effective Time Corporation, in accordance with the Bylaws of the Surviving Corporationeach case until their respective successors are duly elected or appointed.
Appears in 4 contracts
Samples: Agreement and Plan of Merger and Reorganization (Deltagen Inc), Agreement and Plan of Merger and Reorganization (Deltagen Inc), Agreement and Plan of Merger (Flir Systems Inc)
Directors and Officers. The directors of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the directors of the Surviving Corporation from at and after the Effective Time Time, each to hold office in accordance with the Bylaws Certificate of Incorporation and bylaws of the Surviving Corporation. The , and the officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the officers of the Surviving Corporation from at and after the Effective Time Time, in accordance with each case until the Bylaws earlier of the Surviving Corporationtheir resignation or removal or their respective successors are duly elected or appointed and qualified.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (C2 Inc), Agreement and Plan of Merger (Energy Ventures Inc /De/), Agreement and Plan of Merger (Gulfmark International Inc)
Directors and Officers. The directors of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, Time shall serve as become the directors of the Surviving Corporation from and after the Effective Time Corporation, each to hold office in accordance with the Articles of Incorporation and Bylaws of the Surviving Corporation. The , and the officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, Time shall serve as become the officers of the Surviving Corporation from Corporation, in each case until their respective successors are duly elected or appointed and after the Effective Time in accordance with the Bylaws of the Surviving Corporationqualified.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Durect Corp), Agreement and Plan of Merger (Harland John H Co), Merger Agreement (Hearme)
Directors and Officers. The directors of Sub in office immediately prior to at the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the directors of the Surviving Corporation from and after the officers of the Company at the Effective Time in accordance with the Bylaws of the Surviving Corporation. The officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter shall be elected, shall serve as the officers of the Surviving Corporation from Corporation, in each case until their respective successors are duly elected (or appointed in the case of officers) and after the Effective Time in accordance with the Bylaws of the Surviving Corporationqualified.
Appears in 4 contracts
Samples: And Restated Agreement and Plan of Merger (U S Aggregates Inc), Agreement and Plan of Merger (U S Aggregates Inc), Agreement and Plan of Merger (Monroc Inc)
Directors and Officers. The directors of Sub immediately ---------------------- prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in office accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the directors of the Surviving Corporation from and after the Effective Time in accordance with the Bylaws initial officers of the Surviving Corporation. The officers of Sub , in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, shall serve as the officers of the Surviving Corporation from each case until their resignation or removal or until their respective successors are duly elected and after the Effective Time in accordance with the Bylaws of the Surviving Corporationqualified.
Appears in 3 contracts
Samples: Agreement and Plan (Wolters Kluwer Nv /Adr/), Agreement and Plan of Merger (Commerce Clearing House Inc), Agreement and Plan of Merger (CCH Inc)
Directors and Officers. The directors of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the initial directors of the Surviving Corporation from and after the Effective Time Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation. The , and the officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the initial officers of the Surviving Corporation from Corporation, in each case until their respective successors are duly elected or appointed and after the Effective Time in accordance with the Bylaws of the Surviving Corporationqualified.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Softbank America Inc), Agreement and Plan of Merger (Yahoo Inc), Agreement and Plan of Merger (Yahoo Inc)
Directors and Officers. The directors of Sub in office ---------------------- immediately prior to the Effective Time, together with such additional 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 Sub Source in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, shall serve as the officers of the Surviving Corporation from and after the Effective Time in accordance with the Bylaws of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (National Data Corp), Agreement and Plan of Merger (National Data Corp), Agreement and Plan of Merger (National Data Corp)
Directors and Officers. The directors of Sub in office immediately prior to the Effective Time, together with such additional 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 Sub Company in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, shall serve as the officers of the Surviving Corporation from and after the Effective Time in accordance with the Bylaws of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Akamai Technologies Inc), Agreement and Plan of Merger (Intervu Inc), Agreement and Plan of Merger (Akamai Technologies Inc)
Directors and Officers. The directors of Sub in office ---------------------- immediately prior to the Effective Time, together with such additional 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 Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, shall serve as the officers of the Surviving Corporation from and after the Effective Time in accordance with the Bylaws of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Mohawk Industries Inc), Agreement and Plan of Merger (Acsys Inc), Agreement and Plan of Merger (Premiere Technologies Inc)
Directors and Officers. The directors of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the initial directors of the Surviving Corporation from and after the Effective Time Corporation, each to hold office in accordance with the Bylaws certificate of incorporation and by-laws of the Surviving Corporation. The , and the officers of Sub in office the Company immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the initial officers of the Surviving Corporation from Corporation, in each case until their respective successors are duly elected or appointed, as the case may be, and after the Effective Time in accordance with the Bylaws of the Surviving Corporationqualified.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (WTNH Broadcasting Inc), Agreement and Plan of Merger (Lin Television Corp), Agreement and Plan of Merger (Lin Television Corp)
Directors and Officers. The directors of Sub in office immediately prior to From and after the Effective Time, together until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified in accordance with such additional persons as may thereafter applicable law, (i) the directors of Sub at the Effective Time shall be elected, shall serve as the directors of the Surviving Corporation from Corporation, and after (ii) the officers of Sub at the Effective Time in accordance with the Bylaws of the Surviving Corporation. The officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter shall be elected, shall serve as the officers of the Surviving Corporation from and after the Effective Time in accordance with the Bylaws of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cfi Proservices Inc), Agreement and Plan of Merger (Harland John H Co), Agreement and Plan of Merger (Suburban Lodges of America Inc)
Directors and Officers. The directors of Sub in office ---------------------- immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, Time shall serve as become the directors of the Surviving Corporation from and after the Effective Time Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation. The , and the officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, Time shall serve as become the officers of the Surviving Corporation from Corporation, in each case until their respective successors are duly elected or appointed and after the Effective Time in accordance with the Bylaws of the Surviving Corporationqualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mpath Interactive Inc/Ca), Agreement and Plan of Merger (Mpath Interactive Inc/Ca)
Directors and Officers. The directors of Sub immediately ---------------------- prior to the Effective Time shall become the directors of the Surviving Corporation, each to hold office in office accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation, and the officers of Sub immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, Time 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 Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, shall serve as become the officers of the Surviving Corporation from Corporation, in each case until their respective successors are duly elected or appointed and after the Effective Time in accordance with the Bylaws of the Surviving Corporationqualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Loudeye Technologies Inc), Agreement and Plan of Merger (Metawave Communications Corp)
Directors and Officers. The directors of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the initial directors of the Surviving Corporation from and after the Effective Time Corporation, each to hold office in accordance with the Bylaws Articles of Incorporation and By-Laws of the Surviving Corporation. The , and the officers of Sub in office the Company immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the initial officers of the Surviving Corporation from Corporation, in each case until their respective successors are duly elected or appointed (as the case may be) and after the Effective Time in accordance with the Bylaws of the Surviving Corporationqualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Quality Food Centers Inc), Agreement and Plan of Merger (Fred Meyer Inc)
Directors and Officers. The directors of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the directors of the Surviving Corporation from at and after the Effective Time Time, each to hold office in accordance with the Bylaws Certificate of Incorporation and bylaws of the Surviving Corporation. The , and the officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the officers of the Surviving Corporation from at and after the Effective Time Time, in accordance with the Bylaws of the Surviving Corporationeach case until their respective successors are duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Agreement of Merger (Harris James T), Merger Agreement (Equalnet Holding Corp)
Directors and Officers. The directors of Sub Subsidiary in office immediately prior to the Effective Time, together with Executive and such additional 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 Sub in office immediately prior to the Company at the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the officers of the Surviving Corporation from and after such additional or different officers as the Effective Time in accordance with the Bylaws Board of Directors of the Surviving CorporationCorporation may elect as of the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Shaw Industries Inc), Agreement and Plan of Merger (Saul Julian)
Directors and Officers. The directors of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter shall be elected, shall serve as the initial directors of the Surviving Corporation from and after the Effective Time Corporation, each to hold office in accordance with the Bylaws certificate of incorporation and bylaws of the Surviving Corporation. The , and the officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the initial officers of the Surviving Corporation from Corporation, in each case until their respective successors are duly elected or appointed (as the case may be) and after the Effective Time in accordance with the Bylaws of the Surviving Corporationqualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mobility Electronics Inc), Agreement and Plan of Merger (Igo Corp)
Directors and Officers. The directors and officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the initial directors and officers of the Surviving Corporation from and after the Effective Time Corporation, each of whom will hold office in accordance with the Articles of Incorporation and Bylaws of the Surviving Corporation, in each case until their respective successors are duly elected or appointed. The officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, shall serve as the officers of the Surviving Corporation from and after the Effective Time in accordance with the Bylaws of the Surviving Corporation.ARTICLE II
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Cismas Sorin C), Agreement and Plan of Reorganization (Haber George T)
Directors and Officers. The directors of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, shall will 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 Sub in Norrxxx xx office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, shall will serve as the officers of the Surviving Corporation from and after the Effective Time in accordance with the Bylaws of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Interim Services Inc), Agreement and Plan of Merger (Norrell Corp)
Directors and Officers. The directors of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the initial directors of the Surviving Corporation from and after the Effective Time Corporation, each to hold office in accordance with the Articles of Incorporation and Bylaws of the Surviving Corporation. The , and the officers of Sub in office the Company immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the initial officers of the Surviving Corporation from Corporation, in each case until their respective successors are duly elected or appointed, as the case may be, and after the Effective Time in accordance with the Bylaws of the Surviving Corporationqualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (K N Energy Inc), Agreement and Plan of Merger (Sempra Energy)
Directors and Officers. The directors of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, Time shall serve as become the directors of the Surviving Corporation from and after the Effective Time Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation. The , and the officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, Time shall serve as become the officers of the Surviving Corporation from Corporation, in each case until their respective successors are duly elected or appointed and after the Effective Time in accordance with the Bylaws of the Surviving Corporationqualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Yahoo Inc), Agreement and Plan of Merger (Loudeye Technologies Inc)
Directors and Officers. The directors of Sub in office immediately prior to the Effective Time, together with such additional 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 Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, shall serve as the respective directors and officers of the Surviving Corporation from and after the Effective Time in accordance with the Bylaws of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Next Generation Technology Holdings Inc), Agreement and Plan of Merger (GST Telecommunications Inc)
Directors and Officers. The directors of Sub in office immediately prior to the Effective Time, together with such additional persons Time and the directors of the Company listed in Item 1.4 of the Company Letter (as may thereafter defined below) shall be elected, shall serve as the directors of the Surviving Corporation from until their resignation or removal or until their respective successors have been elected and after the Effective Time in accordance with the Bylaws of the Surviving Corporationqualified. The officers of Sub in office the Company immediately prior to the Effective Time, together with such additional persons Time shall continue as may thereafter be elected, shall serve as the officers of the Surviving Corporation from until their resignation or removal or until their respective successors have been elected and after the Effective Time in accordance with the Bylaws of the Surviving Corporationqualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tellabs Inc), Agreement and Plan of Merger (Coherent Communications Systems Corp)
Directors and Officers. The directors of Sub in office immediately prior to at the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the directors of the Surviving Corporation from until their successors are duly elected and after qualified and the officers of the Company at the Effective Time in accordance with the Bylaws of the Surviving Corporation. The officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter shall be elected, shall serve as the officers of the Surviving Corporation from and after the Effective Time until replaced in accordance with the Bylaws of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ast Research Inc /De/), Agreement and Plan of Merger (Samsung Electronics Co LTD /Fi)
Directors and Officers. The directors director(s) of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the directors initial director(s) of the Surviving Corporation from and after the Effective Time Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation. The officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the initial officers of the Surviving Corporation from and after the Effective Time Corporation, each to hold office in accordance with the Bylaws of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Fiberstars Inc /Ca/), Agreement and Plan of Reorganization (Tut Systems Inc)
Directors and Officers. The directors of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the initial directors of the Surviving Corporation from and after the Effective Time Corporation, each to hold office in accordance with the Articles of Incorporation and Bylaws of the Surviving Corporation. The , and the officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the initial officers of the Surviving Corporation from and after the Effective Time Corporation, in accordance with the Bylaws of the Surviving Corporationeach case until their respective successors are duly elected or appointed.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Ess Technology Inc), Agreement and Plan of Reorganization (Endosonics Corp)
Directors and Officers. The directors of Sub immediately ---------------------- prior to the Effective Time shall become the directors of the Surviving Corporation, each to hold office in office accordance with the Articles of Incorporation and Bylaws of the Surviving Corporation, and the officers of Sub immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, Time 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 Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, shall serve as become the officers of the Surviving Corporation from Corporation, in each case until their respective successors are duly elected or appointed and after the Effective Time in accordance with the Bylaws of the Surviving Corporationqualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Durect Corp), Agreement and Plan of Merger (Worldres Com Inc)
Directors and Officers. The directors of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the directors of the Surviving Corporation from at and after the Effective Time Time, each to hold office in accordance with the Bylaws Articles of Incorporation and bylaws of the Surviving Corporation. The , and the officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the officers of the Surviving Corporation from at and after the Effective Time Time, in accordance with each case until the Bylaws earlier of the Surviving Corporation.their resignation or removal or their respective successors are duly elected or appointed and qualified. 1.7
Appears in 1 contract
Samples: Agreement and Plan of Merger (Weatherford International Inc /New/)
Directors and Officers. The directors of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the initial directors of the Surviving Corporation from and after the Effective Time Time. Such directors shall hold office until the election and qualification of their respective successors or until their tenure is otherwise terminated in accordance with the Articles of Incorporation and Bylaws of the Surviving Corporation. The officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the initial officers of the Surviving Corporation from and after the Effective Time Corporation, each to hold office in accordance with the Bylaws of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (American Xtal Technology)
Directors and Officers. The directors of Sub in office immediately prior to the Effective Time, together with such additional 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 Code of Regulations of the Surviving Corporation. The officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, shall serve as the officers of the Surviving Corporation from and after the Effective Time in accordance with the Bylaws Code of Regulations of the Surviving Corporation.
Appears in 1 contract
Directors and Officers. The directors of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the initial directors of the Surviving Corporation from and after the Effective Time Corporation, each to hold office in accordance with the Bylaws Articles of Incorporation and By-Laws of the Surviving Corporation. The , and the officers of Sub in office Company immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the initial officers of the Surviving Corporation from Corporation, in each case until their respective successors are duly elected or appointed and after the Effective Time in accordance with the Bylaws of the Surviving Corporationqualified.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Hayes Lemmerz International Inc)
Directors and Officers. The directors of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the initial directors of the Surviving Corporation from and after the Effective Time Corporation, each to hold office in accordance with the Bylaws Articles of Incorporation and By-Laws of the Surviving Corporation. The , and the officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the initial officers of the Surviving Corporation from Corporation, in each case until their respective successors are duly elected or appointed and after the Effective Time in accordance with the Bylaws of the Surviving Corporationqualified.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Group Long Distance Inc)
Directors and Officers. The directors of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the directors of the Surviving Corporation from and after the Effective Time Time, each to hold office in accordance with the Bylaws articles of incorporation and regulations of the Surviving Corporation. The , and the officers of Sub in office the Company immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the officers of the Surviving Corporation from and after the Effective Time Time, in each case until their respective successors are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Bylaws articles of incorporation and regulations of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Belden & Blake Corp /Oh/)
Directors and Officers. The Sub's directors of Sub in office immediately prior to before the Effective Time, together with such additional persons as may thereafter Time will be elected, shall serve as the directors of the Surviving Corporation from Corporation. Each such director will hold that office, in accordance with applicable law and after the Surviving Corporation's Certificate of Incorporation and Bylaws, until his or her successor is duly elected and qualified. Sub's officers immediately before the Effective Time will be the Surviving Corporation's officers. Each of these officers will hold office in accordance with the Bylaws of the Surviving Corporation. The officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, shall serve as the officers of the Surviving Corporation from and after the Effective Time in accordance with the Bylaws of the Surviving Corporation's Bylaws.
Appears in 1 contract
Directors and Officers. The directors of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the initial directors of the Surviving Corporation from and after the Effective Time Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation. The , and the officers of Sub in office the Company immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the initial officers of the Surviving Corporation from Corporation, in each case until their respective successors are duly elected or appointed (as the case may be) and after the Effective Time in accordance with the Bylaws of the Surviving Corporationqualified.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Gaylord Entertainment Co /De)
Directors and Officers. The directors of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, shall serve as the directors of the Surviving Corporation from and after the Effective Time until their successors are duly elected and qualified in accordance with the Bylaws bylaws of the Surviving Corporation. The officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, shall serve as the officers of the Surviving Corporation from and after the Effective Time until their successors are duly elected and qualified in accordance with the Bylaws bylaws of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Lev Pharmaceuticals Inc)
Directors and Officers. The persons who are directors of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter be electedshall, shall serve as the directors of the Surviving Corporation from and after the Effective Time in accordance with Time, comprise the Bylaws Board of Directors of the Surviving Corporation. The At the Effective Time, the officers of the Surviving Corporation shall consist of the officers of Sub in office immediately prior to the Effective Time, together with . Each of such additional persons as may thereafter be elected, shall serve as the directors and officers of the Surviving Corporation from shall hold office until their respective successors have been duly elected or appointed and after qualified or as otherwise provided in the Effective Time in accordance with Articles of Incorporation of the Surviving Corporation, the Bylaws of the Surviving CorporationCorporation or by law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Excel Industries Inc)
Directors and Officers. The directors of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the initial directors of the Surviving Corporation from and after the Effective Time Corporation, each to hold office in accordance with the Articles of Incorporation and Bylaws of the Surviving Corporation. The , and the officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the initial officers of the Surviving Corporation from Corporation, in each case until their respective successors are duly elected or appointed and after qualified in the Effective Time manner provided in accordance with the Articles of Incorporation and Bylaws of the Surviving CorporationCorporation and in accordance with applicable law.
Appears in 1 contract
Directors and Officers. The directors of Sub immediately ---------------------- prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in office accordance with the Articles of Incorporation and Bylaws of the Surviving Corporation, and the officers of Sub immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the directors of the Surviving Corporation from and after the Effective Time in accordance with the Bylaws initial officers of the Surviving Corporation. The officers of Sub , in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, shall serve as the officers of the Surviving Corporation from and after the Effective Time in accordance with the Bylaws of the Surviving Corporationeach case until their respective successors are duly elected or appointed.
Appears in 1 contract
Samples: Agreement and Plan (Yahoo Inc)
Directors and Officers. The directors director(s) of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, Time shall serve as become the directors director(s) of the Surviving Corporation from and after at the Effective Time Time, each to hold office in accordance with the Articles of Incorporation and Bylaws of the Surviving Corporation. The officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, Time shall serve as become the officers of the Surviving Corporation from and after at the Effective Time Time, each to hold office in accordance with the Bylaws of the Surviving Corporation.
Appears in 1 contract
Directors and Officers. The directors and officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the directors and officers of the Surviving Corporation from and after at the Effective Time Time, each of whom will hold office in accordance with the Articles of Incorporation and Bylaws of the Surviving Corporation. The officers of Sub , in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, shall serve as the officers of the Surviving Corporation from and after the Effective Time in accordance with the Bylaws of the Surviving Corporationeach case until their respective successors are duly elected or appointed.
Appears in 1 contract
Directors and Officers. The directors of Sub and the officers of 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, holding the same offices in office the Surviving Corporation as they held in Sub immediately prior to the Effective Time, together with such additional persons as may thereafter be electeduntil their successors have been duly elected or appointed and qualified or until their earlier death, shall serve as the directors of the Surviving Corporation from and after the Effective Time resignation or removal in accordance with the Bylaws of the Surviving Corporation. The officers 's Certificate of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, shall serve as the officers of the Surviving Corporation from Incorporation and after the Effective Time in accordance with the Bylaws of the Surviving CorporationBylaws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Neodata Services Inc)
Directors and Officers. The directors director(s) of Sub in office immediately prior ---------------------- to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the directors initial director(s) of the Surviving Corporation from and after the Effective Time Corporation, each to hold office in accordance with the Articles of Incorporation and Bylaws of the Surviving Corporation. The officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the initial officers of the Surviving Corporation from and after the Effective Time Corporation, each to hold office in accordance with the Bylaws of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Failure Group Inc)
Directors and Officers. The directors of Sub in office immediately prior to the Effective Time, together with such additional 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 Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, shall serve as the officers of the Surviving Corporation from and after the Effective Time in accordance with the Bylaws of the Surviving Corporation.Surviving
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dal Tile International Inc)
Directors and Officers. The directors of Sub in office immediately prior to the Effective Time, together with such additional 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 Sub Lamcor in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, shall serve as the officers of the Surviving Corporation from and after the Effective Time in accordance with the Bylaws of the Surviving Corporation.
Appears in 1 contract
Directors and Officers. The directors of Sub in office immediately prior to the Effective Time, together with such additional 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 Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, shall serve as the officers of the Surviving Corporation from and after the Effective Time in accordance with the Bylaws of the Surviving Corporation.Surviving
Appears in 1 contract
Directors and Officers. The directors of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the initial directors of the Surviving Corporation from and after the Effective Time Corporation, each to hold office in accordance with the Bylaws articles of incorporation and by-laws of the Surviving Corporation. The , and the officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the initial officers of the Surviving Corporation from Corporation, in each case until their respective successors are duly elected or appointed and after the Effective Time in accordance with the Bylaws of the Surviving Corporationqualified.
Appears in 1 contract
Directors and Officers. The directors of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, Time shall serve as become the directors of the Surviving Corporation from and after Corporation; provided that Seller shall have the Effective Time right to appoint one director of Surviving Corporation, each to hold office in accordance with the Articles of Incorporation and Bylaws of the Surviving Corporation. The , and the officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, Time shall serve as become the officers of the Surviving Corporation from Corporation, in each case until their respective successors are duly elected or appointed and after the Effective Time in accordance with the Bylaws of the Surviving Corporationqualified.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Telecom Wireless Corp/Co)
Directors and Officers. The directors of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the initial directors of the Surviving Corporation from and after the Effective Time Corporation, each to hold office in accordance with the Articles of Incorporation and Bylaws of the Surviving Corporation. The officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, shall serve as and the officers of the Surviving Corporation from shall initially be the persons set forth on Schedule 1.4 hereto, and after the Effective Time in accordance with the Bylaws all other officers of the Surviving CorporationCorporation as of the Effective Time, in each case until their respective successors are duly elected or appointed. ARTICLE 2.
Appears in 1 contract
Samples: Agreement and Plan of Merger Agreement and Plan of Merger (Metzler Group Inc)
Directors and Officers. The directors of Sub in office immediately ---------------------- prior to the Effective Time, together with such additional 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 Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, shall serve as the officers of the Surviving Corporation from and after the Effective Time in accordance with the Bylaws of the Surviving Corporation.
Appears in 1 contract
Directors and Officers. The directors of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the initial directors of the Surviving Corporation from and after the Effective Time Corporation, each to hold office in accordance with the Articles of Organization and Bylaws of the Surviving Corporation. The , and the officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the initial officers of the Surviving Corporation from and after the Effective Time Corporation, in accordance with the Bylaws of the Surviving Corporationeach case until their respective successors are duly elected or appointed.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Aspect Telecommunications Corp)
Directors and Officers. The directors of Sub in office immediately prior to at the Effective Time, together with such additional persons as may thereafter Time will be elected, shall serve as the directors of the Surviving Corporation from Corporation, until their respective successors have been duly elected or appointed and after the Effective Time in accordance with the Bylaws of the Surviving Corporationqualified. The officers of Sub in office immediately prior to at the Effective Time, together with such additional persons as may thereafter Time will be elected, shall serve as the officers of the Surviving Corporation and will hold office from and after the Effective Time in accordance with the Bylaws of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Precision Castparts Corp)
Directors and Officers. The directors of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the directors of the Surviving Corporation from and immediately after the Effective Time Time, each to hold the office of director of the Surviving Corporation in accordance with the provisions of the applicable laws of the State of New York and the Certificate of Incorporation and Bylaws of the Surviving CorporationCorporation until their successors are duly qualified and elected. The officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the officers of the Surviving Corporation from and immediately after the Effective Time Time, each to hold office in accordance with the provisions of the Bylaws of the Surviving Corporation.
Appears in 1 contract
Directors and Officers. The directors of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the directors of the Surviving Corporation from and after the Effective Time Corporation, each of whom shall serve in accordance with the Bylaws of DGCL and the Surviving CorporationBylaws. The officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the officers of the Surviving Corporation from Corporation, each of whom shall serve until the earlier of his or her resignation or removal or until his or her successor is duly elected and after qualified, as the Effective Time in accordance with the Bylaws of the Surviving Corporationcase may be.
Appears in 1 contract
Directors and Officers. The individuals serving as directors of Sub in office immediately prior to at the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the directors of the Surviving Corporation from and after the Effective Time in accordance with the Bylaws as of the Surviving Corporation. The officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, shall each to serve as a director until his or her successor is duly elected or appointed. The individuals serving as officers of Sub at the Effective Time shall be the officers of the Surviving Corporation from and after as of the Effective Time in accordance with the Bylaws of the Surviving CorporationTime, each to hold office until his or her successor is duly elected or appointed.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Lernout & Hauspie Speech Products Nv)
Directors and Officers. The directors of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the initial directors of the Surviving Corporation from and after the Effective Time Corporation, each to hold office in accordance with the Articles of Incorporation and Bylaws of the Surviving Corporation. The officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the initial officers of the Surviving Corporation from and after the Effective Time Corporation, each to hold office in accordance with the Bylaws of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Cybergold Inc)
Directors and Officers. The At the Effective Time, the directors of the Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in office accordance with the Articles of Incorporation and By Laws of the Surviving Corporation. At the Effective Time, the officers of the Sub immediately prior to the Effective Time, together with such additional persons as may thereafter shall be elected, shall serve as the directors of the Surviving Corporation from and after the Effective Time in accordance with the Bylaws initial officers of the Surviving Corporation. The officers of Sub , in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, shall serve as the officers of the Surviving Corporation from and after the Effective Time in accordance with the Bylaws of the Surviving Corporationeach case until their respective successors are duly elected or appointed.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Blue Valley Ban Corp)
Directors and Officers. The directors of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the initial directors of the Surviving Corporation from and after the Effective Time Corporation, each to hold office in accordance with the Bylaws Articles of Incorporation and By-Laws of the Surviving Corporation. The , and the officers of Sub in office immediately prior to shall be the Effective Time, together with such additional persons as may thereafter be elected, shall serve as the initial officers of the Surviving Corporation from Corporation, in each case until their respective successors are duly elected or appointed and after the Effective Time in accordance with the Bylaws of the Surviving Corporationqualified.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Entex Information Services Inc)
Directors and Officers. The directors of Sub in office SUB, immediately prior to the Effective Time, together with such additional persons as may thereafter shall be elected, shall serve as the initial directors of the Surviving Corporation from and after the Effective Time Corporation, each to hold office in accordance with the Bylaws certificate of incorporation and by-laws of the Surviving Corporation. The , and the officers of Sub in office SUB, immediately prior to the Effective Time, together with such additional persons as may thereafter shall be elected, shall serve as the initial officers of the Surviving Corporation from Corporation, in each case until their respective successors are duly elected or appointed and after the Effective Time in accordance with the Bylaws of the Surviving Corporation.qualified. 2.5
Appears in 1 contract
Directors and Officers. The directors of Sub in office immediately prior to the ---------------------- Effective Time, together with such additional persons as may thereafter be elected, Time shall serve as become the directors of the Surviving Corporation from and after the Effective Time Corporation, each to hold office in accordance with the Articles of Incorporation and Bylaws of the Surviving Corporation. The officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, Time shall serve as become the officers of the Surviving Corporation from Corporation, in each case until their respective successors are duly elected or appointed and after the Effective Time in accordance with the Bylaws of the Surviving Corporationqualified.
Appears in 1 contract
Directors and Officers. The directors of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the initial directors of the Surviving Corporation from and after the Effective Time Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation. The , and the officers of Sub in office the Company immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the initial officers of the Surviving Corporation from Corporation, in each case until their respective successors are duly elected or appointed and after qualified in the Effective Time manner provided in accordance with the Certificate of Incorporation and Bylaws of the Surviving CorporationCorporation and in accordance with applicable law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Essential Therapeutics Inc)
Directors and Officers. The directors of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the initial directors of the Surviving Corporation from and after the Effective Time Corporation, each to hold office in accordance with the Bylaws articles of incorporation and by-laws of the Surviving Corporation. The , and the officers of Sub in office the Company immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the initial officers of the Surviving Corporation from Corporation, in each case until their respective successors are duly elected or appointed (as the case may be) and after the Effective Time in accordance with the Bylaws of the Surviving Corporationqualified.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Marsh Supermarkets Inc)
Directors and Officers. The directors of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the initial directors of the Surviving Corporation from and after the Effective Time Corporation, each to hold office in accordance with the Bylaws Certificate of Incorporation and By-Laws of the Surviving Corporation. The officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the initial officers of the Surviving Corporation from Corporation, in each case until their respective successors are duly elected or appointed (as the case may be) and after the Effective Time in accordance with the Bylaws of the Surviving Corporationqualified.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Symbol Technologies Inc)
Directors and Officers. The directors of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the initial directors of the Surviving Corporation from and after the Effective Time Corporation, each to hold office in accordance with the Bylaws Articles of Incorporation and bylaws of the Surviving Corporation. The , and the officers of Sub in office Target immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the initial officers of the Surviving Corporation from Corporation, in each case until their respective successors are duly elected or appointed and after the Effective Time in accordance with the Bylaws qualified. The names of the Surviving Corporationsuch officers and directors are set forth on Exhibit 1.6.
Appears in 1 contract
Directors and Officers. The persons who are directors of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter be electedshall, shall serve as the directors of the Surviving Corporation from and after the Effective Time in accordance with Time, comprise the Bylaws Board of Directors of the Surviving Corporation. The At the Effective Time, the officers of the Surviving Corporation shall consist of the officers of Sub in office immediately prior to the Effective Time, together with . Each of such additional persons as may thereafter be elected, shall serve as the directors and officers of the Surviving Corporation from shall hold office until their respective successors have been duly elected or appointed and after qualified or as otherwise provided in the Effective Time in accordance with Articles of Incorporation of the Surviving Corporation, the Bylaws of the Surviving Corporation.Corporation or by law. SECTION 1.17
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dura Automotive Systems Inc)
Directors and Officers. The directors and officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the directors and officers of the Surviving Corporation from and after at the Effective Time Time, each of whom will hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation. The officers of Sub , in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, shall serve as the officers of the Surviving Corporation from and after the Effective Time in accordance with the Bylaws of the Surviving Corporationeach case until their respective successors are duly elected or appointed.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Finisar Corp)
Directors and Officers. The directors of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the directors of the Surviving Corporation from at and after the Effective Time Time, each to hold office in accordance with the Bylaws Articles of Incorporation and bylaws of the Surviving Corporation. The , and the officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the officers of the Surviving Corporation from at and after the Effective Time Time, in accordance with each case until the Bylaws earlier of the Surviving Corporationtheir resignation or removal or their respective successors are duly elected or appointed and qualified.
Appears in 1 contract
Directors and Officers. The directors of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, Time shall serve as become the directors of the Surviving Corporation from and after the Effective Time Corporation, each to hold office in accordance with the Bylaws articles of incorporation and bylaws of the Surviving Corporation. The , and the officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, Time shall serve as become the officers of the Surviving Corporation from Corporation, in each case until their respective successors are duly elected or appointed and after the Effective Time in accordance with the Bylaws of the Surviving Corporationqualified.
Appears in 1 contract
Directors and Officers. The directors of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the initial directors of the Surviving Corporation from and after the Effective Time Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation. The officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the initial officers of the Surviving Corporation from and after the Effective Time Corporation, each to hold office in accordance with the Bylaws of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (PMC Sierra Inc)
Directors and Officers. The directors of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the directors of the Surviving Corporation from and after the Effective Time Corporation, each to hold office in accordance with the Articles of Incorporation and Bylaws of the Surviving Corporation. The officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the initial officers of the Surviving Corporation from and after the Effective Time Corporation, each to hold office in accordance with the Bylaws of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (First Virtual Holdings Inc)
Directors and Officers. The directors director and officer of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the directors initial director and officer of the Surviving Corporation from Corporation, and after the Effective Time shall hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation. The officers of Sub , in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, shall serve as the officers of the Surviving Corporation from and after the Effective Time in accordance with the Bylaws of the Surviving Corporationeach case until his respective successors are duly elected or appointed.
Appears in 1 contract
Directors and Officers. The directors of Sub in office immediately prior to the Effective Time, together with such additional 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 Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, shall serve as the officers of the Surviving Corporation from and after the Effective Time in accordance with the Bylaws of the Surviving Corporation.. ARTICLE 3 MANNER
Appears in 1 contract
Samples: Agreement and Plan of Merger (Graham Field Health Products Inc)
Directors and Officers. The directors of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the initial directors of the Surviving Corporation from and after the Effective Time shall hold office until their respective successors have been appointed or elected in accordance with the Articles of Organization and Bylaws of the Surviving Corporation. The officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the initial officers of the Surviving Corporation from and after the Effective Time Corporation, in accordance with the Bylaws of the Surviving Corporation.each case until their respective successors are duly elected or appointed. ARTICLE II
Appears in 1 contract
Samples: Agreement and Plan of Merger (Stratus Computer Inc)
Directors and Officers. The directors of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the directors of the Surviving Corporation from and immediately after the Effective Time Time, each to hold the office of director of the Surviving Corporation in accordance with the provisions of the applicable laws of the Commonwealth of Pennsylvania and the Articles of Incorporation and Bylaws of the Surviving CorporationCorporation until their successors are duly qualified and elected. The officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the officers of the Surviving Corporation from and immediately after the Effective Time Time, each to hold office in accordance with the provisions of the Bylaws of the Surviving Corporation.
Appears in 1 contract
