Directors. The parties shall take all requisite action so that the directors of Merger Sub immediately before the Effective Time shall be, from and after the Effective Time, the directors of the Surviving Corporation until their successors are duly elected and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, the Surviving Bylaws and applicable Law.
Appears in 11 contracts
Samples: Agreement and Plan of Merger (Itc Deltacom Inc), Agreement and Plan of Merger (Annie's, Inc.), Agreement and Plan of Merger (Frozen Food Express Industries Inc)
Directors. The parties hereto shall take all requisite action actions necessary so that the board of directors of Merger Sub immediately before at the Effective Time shall beshall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, Charter and the Surviving Bylaws and applicable LawBy-Laws.
Appears in 10 contracts
Samples: Agreement and Plan of Merger (Cubist Pharmaceuticals Inc), Agreement and Plan of Merger (Anheuser-Busch Companies, Inc.), Agreement and Plan of Merger (Optimer Pharmaceuticals Inc)
Directors. The parties shall take all requisite action actions necessary so that the directors of Merger Sub immediately before at the Effective Time shall beshall, from and after the Effective Time, be appointed and serve as the directors of the Surviving Corporation Company until the earlier of their resignation or removal or until their respective successors are duly elected and qualified or until their earlier deathqualified, resignation or removal as the case may be, in accordance with the Surviving Charter, the Surviving Bylaws and applicable LawCompany’s articles of association.
Appears in 10 contracts
Samples: Agreement and Plan of Merger (RR Media Ltd.), Agreement and Plan of Merger (Lumenis LTD), Agreement and Plan of Merger (SteadyMed Ltd.)
Directors. The parties hereto shall take take, or cause to be taken, all requisite action actions necessary so that the directors of Merger Sub immediately before prior to the Effective Time shall beshall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, Charter and the Surviving Bylaws and applicable LawBylaws.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Dynegy Inc.), Agreement and Plan of Merger (Collective Brands, Inc.), Agreement and Plan of Merger (Jones Group Inc)
Directors. The parties hereto shall take all requisite action actions necessary so that the board of directors of Merger Sub immediately before at the Effective Time shall beshall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, Charter and the Surviving Bylaws and applicable LawBylaws.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Visicu Inc), Agreement and Plan of Merger (Genlyte Group Inc), Agreement and Plan of Merger (Cardinal Health Partners Lp)
Directors. The parties hereto shall take all requisite action actions necessary so that the board of directors of Merger Sub immediately before at the Effective Time shall beshall, from and after the Effective Time, be elected or otherwise validly appointed as the directors of the Surviving Corporation until their successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, Charter and the Surviving Bylaws and applicable LawBylaws.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Bristol West Holdings Inc), Agreement and Plan of Merger (Sm&A), Agreement and Plan of Merger (Topps Co Inc)
Directors. The parties hereto shall take all requisite action actions necessary so that the board of directors of Merger Sub immediately before at the Effective Time shall beshall, from and after the Effective Time, be the directors of the Surviving Corporation Corporation, unless otherwise determined by Parent prior to the Effective Time, until their successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, the Surviving Bylaws Memorandum and applicable LawArticles of Association.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Exceed Co Ltd.), Agreement and Plan of Merger (Camelot Information Systems Inc.), Agreement and Plan of Merger (China GrenTech CORP LTD)
Directors. The parties shall Parties will take all requisite action necessary actions so that the directors of Merger Sub as of immediately before prior to the Effective Time shall beare the initial directors of the Surviving Corporation, from each to hold office in accordance with the certificate of incorporation and after the Effective Time, the directors bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified qualified, or until their earlier death, resignation or removal in accordance with the Surviving Charter, the Surviving Bylaws and applicable Lawremoval.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Forescout Technologies, Inc), Agreement and Plan of Merger (Mandiant, Inc.), Agreement and Plan of Merger (Forescout Technologies, Inc)
Directors. The parties Parties shall take all requisite necessary action so such that the directors of Merger Sub immediately before prior to the Effective Time shall be, from and after the Effective Time, be the directors of the Surviving Corporation at and as of the Effective Time and shall hold office until their respective successors are duly elected and qualified qualified, or until their earlier death, resignation or removal in accordance with the Surviving Charter, the Surviving Bylaws and applicable Lawremoval.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (QLT Inc/Bc), Agreement and Plan of Merger (Insite Vision Inc), Agreement and Plan of Merger (Insite Vision Inc)
Directors. The parties hereto shall take take, and cause to be taken, all requisite action actions necessary so that the directors of Merger Sub immediately before at the Effective Time shall beshall, from and after the Effective Time, be the initial directors of the Surviving Corporation Corporation, each to hold office until their respective successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, Charter and the Surviving Bylaws and applicable LawBylaws.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Tropicana Las Vegas Hotel & Casino, Inc.), Agreement and Plan of Merger (Dyncorp International Inc.), Agreement and Plan of Merger (International Rectifier Corp /De/)
Directors. The parties hereto shall take all requisite action actions necessary so that the directors of Merger Sub immediately before at the Effective Time shall beshall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, Charter and the Surviving Bylaws and applicable LawBylaws.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (RR Donnelley & Sons Co), Agreement and Plan of Merger (Banta Corp), Agreement and Plan of Merger (Banta Corp)
Directors. The parties hereto shall take all requisite action actions necessary so that the board of directors of Merger Sub immediately before at the Effective Time shall beshall, from and after the Effective Time, consist of the directors of the Surviving Corporation until their successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, Charter and the Surviving Bylaws and applicable LawBylaws.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Potomac Electric Power Co), Agreement and Plan of Merger (Exelon Corp), Agreement and Plan of Merger (Potomac Electric Power Co)
Directors. The parties Parties shall take all requisite action actions necessary so that the directors of Merger Sub immediately before at the Effective Time shall beshall, from and after the Effective Time, be appointed and serve as the directors of the Surviving Corporation until their successors are duly elected and qualified or until their earlier death, resignation or removal (as the case may be) in accordance with the Surviving Charter, the Surviving Bylaws and applicable LawCorporation Articles.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Tti Team Telecom International LTD), Agreement and Plan of Merger (Tti Team Telecom International LTD), Agreement and Plan of Merger (Eci Telecom LTD/)
Directors. The parties hereto shall take all requisite action actions necessary so that the directors of Merger Sub immediately before at the Effective Time shall beshall, from and after the Effective Time, be the directors of the Surviving Corporation Corporation, until their successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, Charter and the Surviving Bylaws and applicable LawBy-Laws.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Harris Corp /De/), Agreement and Plan of Merger (Priceline Com Inc), Agreement and Plan of Merger (KAYAK Software Corp)
Directors. The parties hereto shall take all requisite action actions necessary so that the directors of Merger Sub immediately before prior to the Effective Time shall beshall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, Articles and the Surviving Bylaws and applicable LawBy-Laws.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (McJunkin Red Man Holding Corp), Agreement and Plan of Merger (McJunkin Red Man Corp), Agreement and Plan of Merger (Goldman Sachs Group Inc)
Directors. The parties hereto shall take all requisite action actions necessary so that the directors of Merger Sub immediately before at the Effective Time shall beshall, from and after the Effective Time, be the directors of the Surviving Corporation Company, unless otherwise determined by Parent prior to the Effective Time, until their respective successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, the Surviving Bylaws and applicable LawArticles of Association.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Mecox Lane LTD), Agreement and Plan of Merger (Cnshangquan E-Commerce Co., Ltd.), Agreement and Plan of Merger (ChinaEquity USD Fund I L.P.)
Directors. The parties Parties hereto shall take all requisite action actions necessary so that the directors of Merger Sub immediately before at the Effective Time shall beshall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, Charter and the Surviving Bylaws and applicable LawBylaws.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Pacific Capital Bancorp /Ca/), Agreement and Plan of Merger (Unionbancal Corp), Agreement and Plan of Merger
Directors. The parties hereto shall take all requisite action actions necessary so that the directors of Merger Sub immediately before at the Effective Time shall beshall, from and after the Effective Time, be the directors of the Surviving Corporation Corporation, unless otherwise determined by Parent prior to the Effective Time, until their successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, the Surviving Bylaws and applicable LawArticles of Association.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Chiu Na Lai), Agreement and Plan of Merger (Sequoia Capital China I Lp), Agreement and Plan of Merger (Le Gaga Holdings LTD)
Directors. The parties shall take all requisite action actions necessary so that the directors of Merger Sub immediately before at the Effective Time shall beshall, from and after the Effective Time, be appointed and serve as the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified or until their earlier deathqualified, resignation or removal as the case may be, in accordance with the Surviving Charter, the Surviving Bylaws and applicable LawCorporation’s articles of association.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Nano-X Imaging Ltd.), Merger Agreement (Avaya Inc), Merger Agreement (Radvision LTD)
Directors. The parties Parties shall take all requisite action actions necessary so that the director or directors of Merger Sub immediately before at the Effective Time shall beshall, from and after the Effective Time, be appointed and serve as the only director or directors of the Surviving Corporation Company until the earlier of their resignation or removal or until their respective successors are duly elected and qualified or until their earlier deathqualified, resignation or removal in accordance with as the Surviving Charter, the Surviving Bylaws and applicable Lawcase may be.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Comtech Telecommunications Corp /De/), Agreement and Plan of Merger (Gilat Satellite Networks LTD), Agreement and Plan of Merger (Gilat Satellite Networks LTD)
Directors. The parties hereto shall take take, or cause to be taken, all requisite action actions necessary so that the board of directors of Merger Sub immediately before prior to the Effective Time shall beshall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, Charter and the Surviving Bylaws and applicable LawBylaws.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Nbty Inc), Agreement and Plan of Merger (Commscope Inc), Agreement and Plan of Merger (Pharmaceutical Product Development Inc)
Directors. The parties hereto shall take all requisite action actions necessary so that the board of directors of Merger Sub immediately before at the Effective Time shall beshall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors are shall have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, Articles and the Surviving Bylaws and applicable LawBy-Laws.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Encore Medical Corp), Agreement and Plan of Merger (Compex Technologies Inc), Agreement and Plan of Merger (Lifeline Systems, Inc.)
Directors. The parties shall take all requisite action so that the directors of Merger Sub immediately before the Effective Time shall be, from and after the Effective Time, the directors of the Surviving Corporation until their respective successors are duly elected and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, the Surviving Bylaws and applicable Law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Qumu Corp), Agreement and Plan of Merger (Dover Motorsports Inc), Agreement and Plan of Merger (Papa Murphy's Holdings, Inc.)
Directors. The parties hereto shall take take, and cause to be taken, all requisite action actions necessary so that the directors of Merger Sub immediately before prior to the Effective Time shall be, from and after the Effective Time, be the directors of the Surviving Corporation until the earlier of their successors are duly elected and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, Corporation’s certificate of incorporation and the Surviving Bylaws and applicable Lawbylaws.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Virtual Radiologic CORP), Agreement and Plan of Merger (Viking Holdings LLC), Agreement and Plan of Merger (NightHawk Radiology Holdings Inc)
Directors. The parties hereto shall take all requisite action actions necessary so that the board of directors of Merger Sub immediately before prior to the Effective Time shall beshall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, Charter and the Surviving Bylaws and applicable LawBy-Laws.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Viking Systems Inc), Agreement and Plan of Merger (Conmed Corp), Agreement and Plan of Merger (Apollo Education Group Inc)
Directors. The parties Parties shall take all requisite action actions necessary so that the board of directors of Merger Sub immediately before 1 at the Effective Time shall beshall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, Charter and the Surviving Bylaws and applicable LawBy-Laws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Marathon Petroleum Corp), Agreement and Plan of Merger (Andeavor)
Directors. The parties hereto shall take all requisite action actions necessary so that the board of directors of Merger Sub immediately before 1 at the Effective Time shall beshall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, Charter and the Surviving Bylaws and applicable LawBy-Laws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tesoro Corp /New/), Agreement and Plan of Merger (Western Refining, Inc.)
Directors. The parties hereto shall take take, and cause to be taken, all requisite action actions necessary so that the directors of Merger Sub immediately before prior to the Effective Time shall beshall, from and after the Effective Time, be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, the Surviving Bylaws and applicable Lawqualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hewlett Packard Co), Agreement and Plan of Merger (Aruba Networks, Inc.)
Directors. The parties Company shall take all requisite lawful action so that the directors of Merger Sub immediately before prior to the Effective Time shall beshall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors are duly elected and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, the Surviving Bylaws and applicable Lawthe DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Steel Connect, Inc.), Agreement and Plan of Merger (Steel Partners Holdings L.P.)
Directors. The Subject to applicable Law, the parties hereto shall take all requisite action actions necessary so that the board of directors of Merger Sub immediately before at the Effective Time shall beshall, from and after the Effective Time, be the directors of the Surviving Corporation Corporation, unless otherwise determined by Parent prior to the Effective Time, until their successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, the Surviving Bylaws Corporation Memorandum and applicable LawArticles of Association.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ninetowns Internet Technology Group Co LTD), Agreement and Plan of Merger (Wang Shuang)
Directors. The parties shall take all requisite action actions necessary so that the director or directors of Merger Sub immediately before at the Effective Time shall beshall, from and after the Effective Time, be appointed and serve as the director or directors of the Surviving Corporation Company until the earlier of their resignation or removal or until their respective successors are duly elected and qualified or until their earlier deathqualified, resignation or removal as the case may be, in accordance with the Surviving Charter, the Surviving Bylaws and applicable LawCompany’s articles of association.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Attunity LTD), Agreement and Plan of Merger (NeuroDerm Ltd.)
Directors. The parties shall take all requisite action so that the directors of Merger Sub immediately before the Effective Time shall be, from and after the Effective Time, the directors of the Surviving Corporation until their successors are duly elected and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, certificate of incorporation and bylaws of the Surviving Bylaws Corporation and applicable Law. The Company shall use its commercially reasonable efforts to deliver to Parent prior to the Effective Time, the resignation of each director of the Company, which resignations shall each be effective as of the Closing Date.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (ShoreTel Inc), Agreement and Plan of Merger (Mitel Networks Corp)
Directors. The parties shall take all requisite action actions necessary so that the directors of Merger Sub immediately before at the Effective Time shall beshall, from and after the Effective Time, be appointed and serve as the directors of the Surviving Corporation Company, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified or until their earlier deathqualified, resignation or removal as the case may be, in accordance with the Surviving Charter, the Surviving Bylaws and applicable LawCompany’s articles of association.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Frutarom LTD), Agreement and Plan of Merger (Enzymotec Ltd.)
Directors. The parties shall take hereto will take, or cause to be taken, all requisite action actions necessary so that the directors of Merger Sub immediately before prior to the Effective Time shall bewill, from and after the Effective Time, be the directors of the Surviving Corporation until their successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, Charter and the Surviving Bylaws and applicable LawBylaws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cintas Corp), Agreement and Plan of Merger (G&k Services Inc)
Directors. The parties hereto shall take all requisite action actions necessary so that the directors of Merger Sub immediately before at the Effective Time shall beshall, from and after the Effective Time, be the directors of the Surviving Corporation Corporation, until their successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, the Surviving Bylaws and applicable LawArticles of Association.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (NewQuest Asia Fund I, L.P.), Agreement and Plan of Merger (China Hydroelectric Corp)
Directors. The parties shall take all requisite action so that the directors of Merger Sub immediately before prior to the Effective Time shall be, from and after the Effective Time, the directors of the Surviving Corporation until their successors are duly elected and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, the Surviving Bylaws and applicable Lawthe DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Duane Reade Inc), Agreement and Plan of Merger (Wyndham International Inc)
Directors. The parties Parties shall take all requisite action actions necessary so that the directors of Merger Sub immediately before prior to the Effective Time shall be, from and after the Effective Time, be the directors of the Surviving Corporation, each to hold office in accordance with the memorandum of association and articles of association of the Surviving Corporation until their respective death, resignation, or removal or until their respective successors are duly elected and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, memorandum of association and articles of association of the Surviving Bylaws and applicable LawCorporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (HiSoft Technology International LTD), Agreement and Plan of Merger (VanceInfo Technologies Inc.)
Directors. The parties hereto shall take all requisite action actions necessary so that the board of directors of Merger Sub immediately before at the Effective Time shall beshall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, the Surviving Bylaws and applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Jasmine Holdco LLC), Agreement and Plan of Merger (VeriFone Holdings, Inc.)
Directors. The parties shall take all requisite action actions necessary so that the directors of Merger Sub immediately before at the Effective Time shall beshall, from and after the Effective Time, be appointed and serve as the directors of the Surviving Corporation Company until the earlier of their resignation or removal or until their respective successors are duly elected and qualified or until their earlier deathqualified, resignation or removal as the case may be, in accordance with the Surviving Charter, the Surviving Bylaws and applicable LawCompany’s Articles of Association.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ultra Clean Holdings, Inc.), Agreement and Plan of Merger (Ultra Clean Holdings, Inc.)
Directors. The parties Parties shall take all requisite action actions necessary so that the directors members of the Merger Sub immediately before Board at the Effective Time shall beshall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, Charter and the Surviving Bylaws and applicable LawBylaws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pinnacle Foods Inc.), Agreement and Plan of Merger (Conagra Brands Inc.)
Directors. The parties hereto shall take all requisite necessary action so such that the directors of Merger Sub immediately before prior to the Effective Time shall be, from and after the Effective Time, be the directors of the Surviving Corporation Company at and as of the Effective Time and shall hold office until their respective successors are duly elected and qualified qualified, or until their earlier death, resignation or removal in accordance with the Surviving Charter, the Surviving Bylaws and applicable Lawremoval.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Staples Inc), Agreement and Plan of Merger (Office Depot Inc)
Directors. The parties Parties shall take all requisite necessary action so such that the directors of Merger Sub as of immediately before prior to the Effective Time shall be, from and after the Effective Time, the directors of the Surviving Corporation, each to hold office in accordance with the applicable provisions of the DGCL and the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, the Surviving Bylaws and applicable Lawqualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nutraceutical International Corp), Agreement and Plan of Merger (Monotype Imaging Holdings Inc.)
Directors. The parties shall Parties will take all requisite necessary action so such that the directors of Merger Sub immediately before the Effective Time shall be, from and after the Effective Time, the directors of Merger Sub prior to the Effective Time will become the directors of the Surviving Corporation Corporation, until the earlier of their death, incapacity, resignation or removal or until their respective successors are duly elected and qualified or until their earlier deathqualified, resignation or removal in accordance with as the Surviving Charter, the Surviving Bylaws and applicable Lawcase may be.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Powersecure International, Inc.)
Directors. The parties Parties shall take all requisite action actions necessary so that the directors of Merger Sub immediately before prior to the Effective Time shall beshall, from and after the Effective Time, be the initial directors of the Surviving Corporation until their successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, Charter and the Surviving Bylaws and applicable LawBylaws.
Appears in 1 contract
Directors. The parties hereto shall take all requisite action actions necessary so that the board of directors of Merger Sub immediately before at the Effective Time shall beshall, from and after the Effective Time, consist of the directors of the Surviving Corporation until their successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, the Surviving Bylaws and applicable Lawthe DGCL.
Appears in 1 contract
Directors. The parties Parties shall take all requisite action actions necessary so that the board of directors of Merger Sub immediately before prior to the Effective Time shall beshall, from and after immediately following the Effective Time, be the only directors of the Surviving Corporation Corporation, each to hold office until their successors are his or her successor has been duly elected or appointed and qualified or until their his or her earlier death, resignation or removal in accordance with the Surviving Charter, Charter and the Surviving Bylaws and applicable LawBylaws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Solera Holdings, Inc)
Directors. The parties hereto shall take take, and cause to be taken, all requisite action actions necessary so that the directors of Merger Sub immediately before prior to the Effective Time shall be, from and after the Effective Time, be the directors of the Surviving Corporation until the earlier of their successors are duly elected and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, Corporation's articles of incorporation and the Surviving Bylaws and applicable Lawbylaws.
Appears in 1 contract
Samples: Escrow Agreement (Nortek Inc)
Directors. The parties Each of the Parties shall take all requisite necessary action so that to cause the directors of Merger Sub immediately before prior to the Effective Time shall be, from and after the Effective Time, to be the directors of the Surviving Corporation immediately following the Effective Time, until their respective successors are duly elected and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, Constituent Documents of the Surviving Bylaws and applicable LawCorporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ladenburg Thalmann Financial Services Inc.)
Directors. The parties hereto shall take take, and cause to be taken, all requisite action actions necessary so that the directors of Merger Sub immediately before at the Effective Time shall beshall, from and after the Effective Time, be the initial directors of the Surviving Corporation Corporation, each to hold office until their respective successors are have been duly elected or appointed and qualified or until their earlier death, incapacitation, retirement, resignation or removal in accordance with the Surviving Charter, Charter and the Surviving Bylaws and applicable LawBylaws.
Appears in 1 contract
Directors. The parties hereto shall take all requisite action actions necessary so that the directors of Merger Sub immediately before prior to the Effective Time shall beshall, from and after the Effective Time, be the directors of the Surviving Corporation Corporation, unless otherwise determined by Parent prior to the Effective Time, until their successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, the Surviving Bylaws Memorandum and applicable LawArticles.
Appears in 1 contract
Directors. The Subject to applicable Law, the parties hereto shall take all requisite action actions necessary so that the directors of Merger Sub immediately before prior to the Effective Time shall beshall, from and after the Effective Time, be the directors of the Surviving Corporation Corporation, unless otherwise determined by Parent prior to the Effective Time, until their successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, the Surviving Bylaws Corporation Memorandum and applicable LawArticles of Association.
Appears in 1 contract
Directors. The parties shall take all requisite action so that the directors of Merger Sub immediately before prior to the Company Merger Effective Time shall be, from and after the Company Merger Effective Time, the directors of the Surviving Corporation until their successors are duly elected and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, the Surviving Bylaws and applicable Lawthe DGCL.
Appears in 1 contract
Directors. The parties shall Company will take all requisite action so that the directors of Merger Sub immediately before the Effective Time shall bethat, from and after the Effective Time, the directors of the Merger Sub immediately prior to the Effective Time will be the directors of the Surviving Corporation Corporation, to hold office until their successors are duly elected and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, Certificate of Incorporation and Bylaws of the Surviving Bylaws and applicable LawCorporation.
Appears in 1 contract
Directors. The parties hereto shall take all requisite action actions necessary so that the board of directors of Merger Sub immediately before at the Effective Time shall beshall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors are shall have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, articles of organization and by-laws of the Surviving Bylaws and applicable LawCorporation.
Appears in 1 contract
Directors. The parties Parties shall take all requisite action actions necessary so that the directors of Merger Sub immediately before at the Effective Time shall beshall, from and after the Effective Time, be appointed and serve as the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified or until their earlier deathqualified, resignation or removal as the case may be, in accordance with the Surviving Charter, the Surviving Bylaws and applicable LawCorporation’s articles of association.
Appears in 1 contract
Directors. The parties Parties shall take all requisite necessary action so such that the directors of Merger Sub as of immediately before prior to the Effective Time shall bebe installed as, from and after the Effective Time, the directors of the Surviving Corporation, each to hold office in accordance with the applicable provisions of the DGCL and the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, the Surviving Bylaws and applicable Lawqualified.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Innophos Holdings, Inc.)
Directors. The parties shall take all requisite action so actions such that the directors of Merger Sub immediately before prior to the Effective Time shall be, from and after the Effective Time, be the directors of Parent until the Surviving Corporation earlier of their resignation or removal or until their respective successors are duly elected and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, the Surviving Bylaws and applicable Lawqualified.
Appears in 1 contract
Directors. The parties hereto shall take all requisite action actions necessary so that the directors of Merger Sub immediately before at the Effective Time shall beshall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, terms of the Surviving Bylaws Charter and applicable Lawthe Regulations.
Appears in 1 contract
Directors. The parties shall take all requisite action so actions necessary such that the directors of Merger Sub immediately before prior to the Effective Time shall be, from and after the Effective Time, be the directors of the Surviving Corporation until their successors are duly elected and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, the Surviving Bylaws and applicable Law.Surviving
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sharps Compliance Corp)
Directors. The parties shall take all requisite action so that the directors of Merger Sub immediately before the Effective Time shall be, from and after the Effective Time, the directors of the Surviving Corporation until their successors are duly elected and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, certificate of incorporation and bylaws of the Surviving Bylaws Corporation and applicable Law. The Company shall use its reasonable best efforts to deliver to Parent prior to the Effective Time, the resignation of each director of the Company, which resignations shall each be effective as of the Closing Date.
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Directors. The parties hereto shall take all requisite action actions necessary so that the directors of Merger Sub immediately before as of the Effective Time shall beTime, from and after the Effective Time, the shall serve as directors of the Surviving Corporation until their successors are shall have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, Certificate of Incorporation and the Surviving Bylaws and applicable LawBy-Laws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Coinmach Service Corp)
Directors. The parties shall will take all requisite necessary action so that the directors of Merger Sub immediately before the Effective Time shall besuch that, from and after the Effective Time, the directors of Merger Sub immediately prior to the Effective Time will be the directors of the Surviving Corporation Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified or until their earlier deathqualified, resignation or removal in accordance with as the Surviving Charter, the Surviving Bylaws and applicable Lawcase may be.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Fusion Connect, Inc.)
Directors. The parties Parties shall take all requisite action so that the directors of Merger Sub immediately before the Effective Time shall be, from and after the Effective Time, the directors of the Surviving Corporation until their successors are duly elected and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, the Surviving Bylaws and applicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (MAGNACHIP SEMICONDUCTOR Corp)
Directors. The parties hereto shall take all requisite action actions necessary so that the board of directors of Merger Sub immediately before at the Effective Time shall beshall, from and after the Effective Time, be the directors of the Surviving Corporation Corporation, unless otherwise determined by Parent prior to the Effective Time, until their respective successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal termination in accordance with the Surviving Charter, the Surviving Bylaws Memorandum and applicable LawArticles of Association.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Jinpan International LTD)
Directors. The Subject to applicable Law and Section 3.3 below, the parties hereto shall take all requisite action actions necessary so that the directors of Merger Sub immediately before prior to the Effective Time shall beshall, from and after the Effective Time, be the directors of the Surviving Corporation Corporation, unless otherwise determined by Holdings prior to the Effective Time, until their successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, the Surviving Bylaws Corporation Memorandum and applicable LawArticles of Association.
Appears in 1 contract
Directors. The parties hereto shall take all requisite action actions necessary so that the board of directors of Merger Sub immediately before at the Effective Time shall beshall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors are shall have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, Articles of Incorporation and the Surviving Bylaws and applicable LawBy-Laws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Learning Care Group, Inc)
Directors. The parties hereto shall take take, and cause to be taken, all requisite action actions necessary so that the directors of Merger Sub immediately before at the Effective Time shall beshall, from and after the Effective Time, shall be the directors of the Surviving Corporation until their successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, Charter and the Surviving Bylaws and applicable LawBylaws.
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Directors. The parties hereto shall take all requisite action actions necessary so that the board of directors of Merger Sub immediately before prior to the Effective Time shall beshall, from and after the Effective Time, be the directors of the Surviving Corporation Corporation, unless otherwise determined by the Controlling Shareholder prior to the Effective Time, until their successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, the Surviving Bylaws Memorandum and applicable LawArticles of Association.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Acorn International, Inc.)
Directors. The parties Company shall take all requisite action so that the directors of Merger Sub immediately before prior to the Effective Time shall be, from and after the Effective Time, the directors of the Surviving Corporation until their successors are duly elected and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, the Surviving Bylaws and applicable Lawthe OBCA.
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Directors. The parties Parties shall take all requisite necessary action so that the directors of Merger Sub immediately before the Effective Time shall be, from and after the Effective Time, the only directors of the Surviving Corporation Corporation, in each case until their successors are his or her successor is duly elected and qualified or until their his or her earlier death, resignation or removal in accordance with the Surviving Charter, the Surviving Bylaws and applicable Law.
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Directors. The parties Parties hereto shall take all requisite action actions necessary so that the directors of Merger Sub immediately before prior to the Effective Time shall be, from and after the Effective Time, be appointed as the directors of the Surviving Corporation as of the Effective Time and will serve until their successors are duly elected or appointed and qualified in the manner provided in the certificate of incorporation or by-laws of the Surviving Corporation or as otherwise provided by law, or until their earlier death, resignation or removal in accordance with the Surviving Charter, the Surviving Bylaws and applicable Lawremoval.
Appears in 1 contract
Samples: Agreement and Plan of Merger (United Rentals North America Inc)
Directors. The parties Parties shall take all requisite necessary action so such that the directors of Merger Sub immediately before prior to the Effective Time shall be, from and after the Effective Time, be the directors of the Surviving Corporation as of the Effective Time and shall hold office until their respective successors are duly elected and qualified qualified, or until their earlier death, resignation or removal in accordance with the Surviving Charter, the Surviving Bylaws and applicable Lawremoval.
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Directors. The parties hereto shall take all requisite action actions necessary so that the board of directors of Merger Sub immediately before at the Effective Time shall beshall, from and after the Effective Time, constitute the directors of the Surviving Corporation until their successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, Charter and the Surviving Bylaws and applicable LawBy-Laws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Terraform Global, Inc.)
Directors. The parties hereto shall take all requisite action actions necessary so that the board of directors of Merger Sub immediately before at the Effective Time shall beshall, from and after the Effective Time, be elected or otherwise validly appointed as the directors of the Surviving Corporation until their successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, Charter and the Surviving Bylaws and applicable LawBy-laws.
Appears in 1 contract
Directors. The parties hereto shall take all requisite action actions reasonably necessary so that the directors sole director of Merger Sub immediately before at the Effective Time shall beshall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors are have been duly elected and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, Corporation Charter and the Surviving Bylaws and applicable LawCorporation Bylaws.
Appears in 1 contract
Directors. The parties hereto shall take take, or cause to be taken, all requisite action actions necessary so that the directors of Merger Sub immediately before prior to the Effective Time shall beshall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, Charter and the Surviving Bylaws and applicable LawBy-Laws.
Appears in 1 contract
Directors. The parties hereto shall take all requisite action actions necessary so that the directors of Merger Sub immediately before at the Effective Time shall beshall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, the Surviving Bylaws Charter and applicable LawBy-Laws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Genworth Financial Inc)
Directors. The parties shall take all requisite action actions necessary so that the directors of Merger Sub immediately before at the Effective Time shall beshall, from and after the Effective Time, be appointed and serve as the directors of the Surviving Corporation Company until the earlier of their resignation or removal or until their respective successors are duly elected and qualified or until their earlier deathqualified, resignation or removal as the case may be, in accordance with the Surviving Charter, the Surviving Bylaws and applicable LawCompany's articles of association.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Top Image Systems LTD)
Directors. The parties Parties shall take all requisite action actions necessary so that the director or directors of Merger Sub immediately before prior to the Effective Time shall beshall, from and after the Effective Time, be appointed and serve as the only director or directors of the Surviving Corporation Company until the earlier of their resignation or removal or until their respective successors are duly elected and qualified or until their earlier deathqualified, resignation or removal in accordance with as the Surviving Charter, the Surviving Bylaws and applicable Lawcase may be.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Senstar Technologies Ltd.)
Directors. The parties hereto shall take all requisite action actions necessary so that the board of directors of Merger Sub immediately before at the Effective Time shall beshall, from and after the Effective Time, be the directors of the Surviving Corporation Company, unless otherwise determined by Parent prior to the Effective Time, until their successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, the Surviving Bylaws Memorandum and applicable LawArticles of Association.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Yucheng Technologies LTD)
Directors. The parties shall take all requisite action actions necessary so that the directors of Merger Sub immediately before at the Effective Time shall beand the Company Designated Directors shall, from and after the Effective Time, be appointed and serve as the directors of the Surviving Corporation Company until, subject to Section 6.5, the earlier of their death, resignation or removal or until their respective successors are duly elected and qualified or until their earlier deathqualified, resignation or removal as the case may be, in accordance with the Surviving Charter, the Surviving Bylaws and applicable LawCompany’s articles of association.
Appears in 1 contract
Samples: Agreement and Plan of Merger (SodaStream International Ltd.)
Directors. The parties hereto shall take all requisite action actions necessary so that the members of the board of directors of Merger Sub immediately before at the Effective Time shall beshall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, Charter and the Surviving Bylaws and applicable LawBylaws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Idenix Pharmaceuticals Inc)
Directors. The parties shall take all requisite action so that the directors of Merger Sub immediately before prior to the Effective Time shall be, from and after the Effective Time, the directors of the Surviving Corporation until their successors are duly elected and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, the Surviving Bylaws and applicable LawLaws.
Appears in 1 contract
Directors. The parties hereto shall take all requisite action actions necessary so that the directors managers of Merger Sub immediately before at the Effective Time shall beshall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, terms of the Surviving Bylaws Charter and applicable Lawthe Bylaws.
Appears in 1 contract
Directors. The parties hereto shall take all requisite action actions necessary so that the directors of Merger Sub immediately before prior to the Effective Time shall be, from and after the Effective Time, be the directors of the Surviving Corporation Company as of the Effective Time, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Company as amended as of the Effective Time, until their respective successors are duly elected or appointed (as the case may be) and qualified qualified, or until their earlier death, resignation or removal in accordance with the Surviving Charter, the Surviving Bylaws and applicable Lawremoval.
Appears in 1 contract
Directors. The parties hereto shall take all requisite action actions necessary (including procuring resignation letters) so that the directors of Merger Sub immediately before prior to the Effective Time shall beshall, from and after the Effective Time, be the directors of the Surviving Corporation Corporation, until their successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, Charter and the Surviving Bylaws and applicable LawBylaws.
Appears in 1 contract
Directors. The parties shall take all requisite action so that the directors of Merger Sub immediately before the Effective Time shall be, from and after the Effective Time, the directors of the Surviving Corporation until their successors are duly elected and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, certificate of incorporation and bylaws of the Surviving Bylaws Corporation and applicable Law.
Appears in 1 contract
Directors. The parties hereto shall take all requisite action actions necessary so that the board of directors of Merger Sub immediately before at the Effective Time shall beshall, from and after the Effective Time, be the directors of the Surviving Corporation Corporation, unless otherwise determined by the Strategic Investor and the Controlling Shareholder prior to the Effective Time, until their successors are have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, the Surviving Bylaws Memorandum and applicable LawArticles of Association.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Tongjitang Chinese Medicines Co)
Directors. The parties hereto shall take all requisite action necessary actions so that the directors of Merger Sub immediately before prior to the Effective Time shall be, from and after at the Effective Time, Time become the directors of the Surviving Corporation (unless otherwise determined by Parent prior to the Effective Time), each to hold office in accordance with the Articles of Association until their respective death, resignation, or removal or until their respective successors are duly elected and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, the Surviving Bylaws and applicable Lawqualified.
Appears in 1 contract
