Common use of Officers and Directors of the Surviving Corporation Clause in Contracts

Officers and Directors of the Surviving Corporation. The officers and directors of Merger Sub immediately prior to the Effective Time shall be the officers and directors of the Surviving Corporation immediately after the Effective Time and shall hold office until their successors are duly appointed or elected in accordance with Applicable Laws.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Omnicare Inc), Agreement and Plan of Merger (Omnicare Inc)

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Officers and Directors of the Surviving Corporation. (a) The officers and directors of the Merger Sub immediately prior to the Effective Time shall will be the officers and directors of the Surviving Corporation immediately after the Effective Time Corporation, and they shall hold office until their respective successors are duly elected or appointed or elected qualified or until their earlier death, resignation or removal in accordance with Applicable Lawsthe Certificate of Incorporation and By-laws as in effect from time to time of the Surviving Corporation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Three Cities Fund Ii Lp), Agreement and Plan of Merger (Three Cities Fund Ii Lp)

Officers and Directors of the Surviving Corporation. The officers and directors of Merger Sub immediately prior to the Effective Time shall be the officers and directors of the Surviving Corporation immediately after the Effective Time and shall hold office until their successors are duly appointed or elected in accordance with Applicable Lawsapplicable law.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Intertrust Technologies Corp), Agreement and Plan of Merger (Fidelio Acquisition Co LLC)

Officers and Directors of the Surviving Corporation. The officers and Subject to applicable Law, the directors of Merger Sub immediately prior to the Effective Time shall be the officers and initial directors of the Surviving Corporation immediately after the Effective Time and shall hold office until their respective successors are duly appointed elected and qualified, or their earlier death, resignation or removal. The officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, and shall hold office until their respective successors are duly elected in accordance with Applicable Lawsand qualified, or their earlier death, resignation or removal.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Linear Technology Corp /Ca/), Agreement and Plan of Merger (Analog Devices Inc)

Officers and Directors of the Surviving Corporation. The officers (a) From and after the Effective Time, the directors of Merger Sub immediately prior to at the Effective Time shall be the officers and directors of the Surviving Corporation immediately after the Effective Time and shall Corporation, each to hold office until their respective successors are shall have been duly appointed elected, designated or elected qualified or until their earlier death, resignation or removal in accordance with Applicable Lawsthe certificate of incorporation and bylaws of the Surviving Corporation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Kindred Biosciences, Inc.), Agreement and Plan of Merger (Elanco Animal Health Inc)

Officers and Directors of the Surviving Corporation. The officers and directors of Merger Sub immediately prior to the Effective Time shall be the officers and directors of the Surviving Corporation Corporation, and the officers of Merger Sub immediately after prior to the Effective Time and shall be the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and by-laws of the Surviving Corporation, in each case until their respective successors are duly appointed or elected in accordance with Applicable Lawsand qualified.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Urocor Inc), Agreement and Plan of Merger (Dianon Systems Inc)

Officers and Directors of the Surviving Corporation. The officers and directors of Merger Sub immediately prior to the Effective Time shall be the initial officers and directors of the Surviving Corporation immediately after (holding the Effective Time same respective offices), each to hold such office or offices until his respective successor is duly elected or appointed and shall hold office until their successors are duly appointed or elected qualified in accordance with Applicable Lawsthe provisions of the Articles of Incorporation and Bylaws of the Surviving Corporation and applicable law, or until his earlier death, resignation or removal.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Metretek Technologies Inc)

Officers and Directors of the Surviving Corporation. The officers and directors of Merger Sub immediately prior to and the officers of the Company at the Effective Time shall shall, from and after the Effective Time, be the officers directors and directors officers, respectively, of the Surviving Corporation immediately after the Effective Time and shall hold office until their successors are have been duly elected or appointed and qualified or elected until their earlier death, resignation or removal in accordance with Applicable the Certificate and By-Laws.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Intermagnetics General Corp)

Officers and Directors of the Surviving Corporation. (a) The officers and directors of Merger Sub immediately prior to at the Effective Time of the Merger shall be the officers and directors of the Surviving Corporation immediately after the Effective Time and shall hold office until the earlier of their resignation or removal or until their successors are duly appointed or elected in accordance with Applicable Lawsand qualified.

Appears in 1 contract

Samples: Escrow Agreement (Quanex Corp)

Officers and Directors of the Surviving Corporation. The officers and Subject to applicable Law, the directors of Merger Sub immediately prior to the Effective Time shall be the officers and initial directors of the Surviving Corporation immediately after the Effective Time and shall hold office until their respective successors are duly appointed elected and qualified, or their earlier death, resignation or removal. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office until their respective successors are duly elected in accordance with Applicable Lawsand qualified, or their earlier death, resignation or removal.

Appears in 1 contract

Samples: Agreement and Plan of Merger (WHITEWAVE FOODS Co)

Officers and Directors of the Surviving Corporation. (a) The officers and directors of Merger Sub the Company immediately prior to the Effective Time shall will be the officers and directors of the Surviving Corporation immediately after the Effective Time Corporation, and they shall hold office until their respective successors are duly elected or appointed or elected qualified or until their earlier death, resignation or removal in accordance with Applicable Lawsthe Certificate of Incorporation and By-laws as in effect from time to time of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Three Cities Fund Ii Lp)

Officers and Directors of the Surviving Corporation. The officers and directors Subject to applicable Law, the managers of Merger Sub immediately prior to the Effective Time shall be the officers and initial directors of the Surviving Corporation immediately after the Effective Time and shall hold office until their respective successors are duly appointed elected and qualified, or their earlier death, resignation or removal. The officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office until their respective successors are duly elected in accordance with Applicable Lawsand qualified, or their earlier death, resignation or removal.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Heska Corp)

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Officers and Directors of the Surviving Corporation. The officers and Subject to applicable Law, the directors of Merger Sub immediately prior to the Effective Time shall be the officers and initial directors of the Surviving Corporation immediately after the Effective Time and shall hold office until their respective successors are duly appointed elected and qualified, or their earlier death, resignation or removal. The officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office until their respective successors are duly elected in accordance with Applicable Lawsand qualified, or their earlier death, resignation or removal.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Vca Inc)

Officers and Directors of the Surviving Corporation. The officers and directors of Merger Sub immediately prior to the Effective Time shall be the initial officers and directors directors, respectively, of the Surviving Corporation immediately after (holding the Effective Time same respective offices), each to hold such office or offices until such person’s respective successor is duly elected or appointed and shall hold office until their successors are duly appointed or elected qualified in accordance with Applicable Lawsthe provisions of the Certificate of Incorporation and Bylaws of the Surviving Corporation and the DGCL, or until such person’s earlier death, resignation or removal.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Powersecure International, Inc.)

Officers and Directors of the Surviving Corporation. The officers and At the Effective Time (i) the directors of Merger Sub immediately shall continue as the directors of the Surviving Corporation, and (ii) the officers of the Company shall be the individuals and shall hold the respective offices designated in writing by Parent to the Company prior to the Effective Time shall be Time, in each case until the officers earlier of their resignation or removal or until their respective successors are duly elected or appointed and directors qualified in accordance with and subject to Applicable Law and the Certificate of Incorporation and Bylaws of the Surviving Corporation immediately after the Effective Time and shall hold office until their successors are duly appointed or elected in accordance with Applicable LawsCorporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Webmethods Inc)

Officers and Directors of the Surviving Corporation. The officers and As of the Effective Time, the then current directors of Merger Sub immediately prior shall be the directors of the Surviving Corporation, in each case to serve until their respective successors are elected or appointed in accordance with the Bylaws of the Surviving Corporation. As of the Effective Time Time, the then current officers of Merger Sub shall be the officers and directors of the Surviving Corporation immediately after the Effective Time and shall hold office Corporation, to serve in each case until their respective successors are duly appointed or elected in accordance with Applicable Lawsthe Bylaws of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Focus Affiliates Inc)

Officers and Directors of the Surviving Corporation. The officers and directors of Merger Sub immediately prior to the Effective Time shall be the officers and directors of the Surviving Corporation immediately after the Effective Time Time, and shall hold office in accordance with the Certificate of Incorporation and By-Laws of the Surviving Corporation and until their successors are duly appointed or elected in accordance with Applicable Lawsapplicable law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Applied Digital Solutions Inc)

Officers and Directors of the Surviving Corporation. The officers and directors of Merger Sub immediately prior to the Effective Time shall be the officers and initial directors of the Surviving Corporation immediately after the Effective Time and shall hold office until their respective successors are duly appointed elected and qualified, or their earlier death, resignation or removal. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office until their respective successors are duly elected in accordance with Applicable Lawsand qualified, or their earlier death, resignation or removal.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Inventure Foods, Inc.)

Officers and Directors of the Surviving Corporation. The officers and At the Effective Time (i) the directors of Merger Sub immediately prior to the Effective Time shall be become the officers and directors of the Surviving Corporation Corporation, and (ii) the officers of the Company immediately after prior to the Effective Time and shall hold office be the initial officers of the Surviving Corporation, in each case until the earlier of their resignation or removal or until their respective successors are duly elected or appointed or elected and qualified in accordance with and subject to Applicable LawsLaw and the certificate of incorporation and bylaws of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Si International Inc)

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