Officers. 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 and qualified, or their earlier death, resignation or removal.
Appears in 33 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Williams Companies Inc), Agreement and Plan of Merger (Energy Transfer Partners, L.P.)
Officers. 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 the earlier of their resignation or removal or until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.
Appears in 22 contracts
Samples: Agreement and Plan of Merger (Newport Corp), Agreement and Plan of Merger (Cryolife Inc), Agreement and Plan of Merger and Reorganization (AGA Medical Holdings, Inc.)
Officers. 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 and qualified, or their earlier death, resignation or removalas of the Effective Time.
Appears in 15 contracts
Samples: Agreement and Plan of Merger (Price Reit Inc), Agreement and Plan of Merger (Envoy Corp /Tn/), Agreement and Plan of Merger (Healthstream Inc)
Officers. The officers of Merger Sub immediately prior to at the Effective Time shall shall, from and after the Effective Time, be the initial officers of the Surviving Corporation and shall hold office until their respective successors are have been duly elected or appointed and qualified, qualified or until their earlier death, resignation or removalremoval in accordance with the Charter and the By-Laws.
Appears in 15 contracts
Samples: Agreement and Plan of Merger (Symbol Technologies Inc), Agreement and Plan of Merger (Motorola Inc), Agreement and Plan of Merger (Netopia Inc)
Officers. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, or their earlier death, resignation or removalas the case may be.
Appears in 13 contracts
Samples: Agreement and Plan of Merger (Worthington Industries Inc), Agreement and Plan of Merger (PAETEC Holding Corp.), Acquisition Agreement (NextWave Wireless LLC)
Officers. 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 the earlier of their resignation or removal or until their respective successors are duly elected and qualified, or their earlier death, resignation or removalas the case may be.
Appears in 13 contracts
Samples: Agreement and Plan of Merger (Unitedhealth Group Inc), Agreement and Plan of Merger (Novamed Inc), Agreement and Plan of Merger (NWH Inc)
Officers. The officers of the Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office Entity, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, or their earlier death, resignation or removalas the case may be.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Rubicon Financial Inc), Agreement and Plan of Merger (Harrahs Entertainment Inc), Agreement and Plan of Merger (Homassist Corp)
Officers. The From and after the Effective Time, the officers of Merger Sub immediately prior to at the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office Corporation, until their respective successors are duly elected or appointed and qualified, qualified in accordance with applicable Law or their earlier death, incapacitation, retirement, resignation or removal.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (WMS Industries Inc /De/), Agreement and Plan of Merger (Bally Technologies, Inc.), Agreement and Plan of Merger (GXS Worldwide, Inc.)
Officers. The officers of the Merger Sub immediately prior to at the Effective Time shall will be the initial officers of the Surviving Corporation and shall will hold office from the Effective Time until their respective successors are duly elected or appointed and qualified, qualified in the manner provided in the certificate of incorporation and bylaws of the Surviving Corporation or their earlier death, resignation or removalas otherwise provided by Law.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (PLX Technology Inc), Agreement and Plan of Merger (PLX Technology Inc), Agreement and Plan of Merger (Maxim Integrated Products Inc)
Officers. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, or their earlier death, resignation or removalas the case may be.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Aon Corp), Agreement and Plan of Merger (SXC Health Solutions Corp.), Agreement and Plan of Merger (Hewitt Associates Inc)
Officers. The At the Effective Time, the officers of Merger Sub immediately prior to the Effective Time shall be will become the initial officers of the Surviving Corporation and shall hold office Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, or their earlier death, resignation or removalas the case may be.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Citadel Broadcasting Corp), Agreement and Plan of Merger (Eastman Chemical Co), Agreement and Plan of Merger (Solutia Inc)
Officers. The officers of Merger Sub immediately prior to the Effective Time shall be be, from and after the initial Effective Time, the officers of the Surviving Corporation and shall hold office until their respective successors are duly elected or appointed and qualified, qualified or until their earlier death, resignation or removalremoval in accordance with the Surviving Charter, the Surviving Bylaws and the DGCL.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Ivanhoe Energy Inc), Agreement and Plan of Merger (Zoran Corp \De\), Agreement and Plan of Merger (CSR PLC)
Officers. The Except as otherwise determined by Parent prior to the Effective Time, the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation Company and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Airgas Inc), Agreement and Plan of Merger (Conversant, Inc.), Agreement and Plan of Merger (Dollar Tree Inc)
Officers. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation Company and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Plains Exploration & Production Co), Agreement and Plan of Merger (Gaming & Leisure Properties, Inc.), Agreement and Plan of Merger (PNK Entertainment, Inc.)
Officers. The officers of Merger Sub immediately prior to at the Effective Time shall shall, from and after the Effective Time, be the initial officers of the Surviving Corporation and shall hold office until their respective successors are have been duly elected or appointed and qualified, qualified or until their earlier death, resignation or removalremoval in accordance with the Surviving Corporation's Certificate of Incorporation and By-Laws.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Integrated Health Services Inc), Agreement and Plan of Merger (Magnetic Technologies Corp), Agreement and Plan of Merger (SPS Technologies Inc)
Officers. The Unless otherwise determined by Parent prior to the Effective Time, the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation from and shall after the Effective Time, each to hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removalin accordance with the provisions of the bylaws of the Surviving Corporation.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Foxhollow Technologies, Inc.), Agreement and Plan of Merger (Solta Medical Inc), Agreement and Plan of Merger (Actividentity Corp)
Officers. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office Corporation, until their respective successors are have been duly elected or appointed and qualified, qualified or until their earlier death, resignation or removalremoval in accordance with the Surviving Corporation's certificate of incorporation and by-laws.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Open Market Inc), Agreement and Plan of Merger (Eprise Corp), Agreement and Plan of Merger (Divine Inc)
Officers. The officers of Merger Sub immediately prior to the Effective Time shall will, from and after the Effective Time, be the initial officers of the Surviving Corporation and shall hold office until their respective successors are have been duly elected or appointed and qualified, qualified or until their earlier death, resignation resignation, or removalremoval in accordance with the Surviving Corporation’s Certificate of Incorporation and Bylaws.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (CBD Energy LTD), Agreement and Plan of Merger (CBD Energy LTD), Agreement and Plan of Merger (CBD Energy LTD)
Officers. The officers of Merger Sub immediately prior to at the Effective Time shall shall, from and after the Effective Time, continue to be the initial officers of the Surviving Corporation and shall hold office Corporation, until their respective successors are have been duly elected or appointed and qualified, qualified or until their earlier death, resignation or removal.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Sentient Brands Holdings Inc.), Agreement and Plan of Merger (TEC Technology, Inc.), Agreement and Plan of Merger (China Advanced Construction Materials Group, Inc)
Officers. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office Entity until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, or their earlier death, resignation or removalas the case may be.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Unitedhealth Group Inc), Agreement and Plan of Merger (Pacificare Health Systems Inc /De/), Agreement and Plan of Merger (Mid Atlantic Medical Services Inc)
Officers. The officers of Merger Sub immediately prior to the Effective Time shall shall, from and after the Effective Time, be the initial officers of the Surviving Corporation and shall hold office Entity until their respective successors are have been duly elected or appointed and qualified, qualified or until their earlier death, resignation or removalremoval in accordance with the governing documents of the Surviving Entity.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Schlumberger LTD /Nv/), Agreement and Plan of Merger (Smith International Inc), Agreement and Plan of Merger (Schlumberger LTD /Nv/)
Officers. The Unless otherwise determined by Parent prior to the Effective Time, 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 or appointed and qualified, or their earlier death, resignation or removal.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Teradata Corp /De/), Agreement and Plan of Merger (Evolving Systems Inc), Agreement and Plan of Merger (Vmware, Inc.)
Officers. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office Corporation, until their respective successors are have been duly elected or appointed and qualified, qualified or until their earlier death, resignation or removalremoval in accordance with the Surviving Corporation's Certificate of Incorporation and by-laws.
Appears in 4 contracts
Samples: Agreement and Plan of Merger and Reorganization (Divine Inc), Agreement and Plan of Merger (Divine Inc), Agreement and Plan of Merger (Eshare Communications Inc)
Officers. The officers of Merger Sub immediately prior to the Effective Time of the Merger shall be the initial officers of the Surviving Corporation and shall hold office at the Effective Time of the Merger, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, or their earlier death, resignation or removalas the case may be.
Appears in 4 contracts
Samples: Merger Agreement (Quintiles Transnational Corp), Merger Agreement (Pharmaceutical Marketing Services Inc), Agreement and Plan of Merger (Pharmaceutical Marketing Services Inc)
Officers. The officers of Merger Sub immediately prior to at the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office from the Effective Time in accordance with the Certificate of Incorporation and By-Laws of the Surviving Corporation and shall hold office until their respective successors are his or her successor is duly elected appointed and qualified, or their earlier death, resignation or removal.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (HMC Acquisition Corp /De/), Agreement and Plan of Merger (Heritage Media Corp), Agreement and Plan of Merger (New World Communications Group Inc)
Officers. 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 and qualified, or until their earlier death, resignation or removal.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Uranium Resources Inc /De/), Agreement and Plan of Merger (Resource Capital Fund v L.P.), Agreement and Plan of Merger (Lesco Inc/Oh)
Officers. The officers of Merger Sub immediately prior to the Effective Time shall shall, from and after the Effective Time, be the initial officers of the Surviving Corporation and shall hold office until their respective successors are shall have been duly elected and qualified, or appointed or until their earlier death, resignation or removalremoval in accordance with the Charter and the Bylaws.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Conmed Corp), Agreement and Plan of Merger (CONMED Corp), Agreement and Plan of Merger (CONMED Corp)
Officers. The officers of Merger Sub immediately prior to the Effective Time shall shall, from and after the Effective Time, be the initial officers of the Surviving Corporation and shall hold office until their respective successors are have been duly elected or appointed and qualified, qualified or until their earlier death, resignation or removalremoval in accordance with the Charter and the By-laws.
Appears in 3 contracts
Samples: Master Transaction Agreement (DISH Network CORP), Master Transaction Agreement (Hughes Satellite Systems Corp), Master Transaction Agreement (EchoStar CORP)
Officers. The officers of Merger Sub MergerSub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation and shall Corporation, to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified, qualified or until their earlier death, resignation resignation, or removal.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Texas Instruments Inc), Agreement and Plan of Merger (Texas Instruments Inc), Agreement and Plan of Merger (Integrated Sensor Solutions Inc)
Officers. The officers of Merger Sub immediately prior to the Effective Time shall shall, from and after the Effective Time, be the initial officers of the Surviving Corporation and shall hold office until their respective successors are shall have been duly elected and qualified, or appointed or qualified or until their earlier death, resignation or removalremoval in accordance with the Surviving Corporation's Certificate of Incorporation and Bylaws, as in effect following the Effective Time.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Netspeak Corp), Agreement and Plan of Merger (Eresource Capital Group Inc), Agreement and Plan of Merger (Net2phone Inc)
Officers. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation and such officers shall hold office serve in accordance with the bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified, or their earlier death, resignation or removal.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Greatbatch, Inc.), Agreement and Plan of Merger (Spectrum Control Inc), Agreement and Plan of Merger (API Technologies Corp.)
Officers. The officers of Merger Sub immediately prior to at the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office following the Merger, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, or their earlier death, resignation or removalas the case may be.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Fairfield Communities Inc), Agreement of Assumption (Fairfield Communities Inc), Agreement and Plan of Merger (Fairfield Communities Inc)
Officers. The officers of Merger Sub immediately prior to as of the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Titanium Asset Management Corp), Agreement and Plan of Merger (Stealth Acquisition Corp.), Agreement and Plan of Merger (Safenet Inc)
Officers. The officers of Merger Sub immediately prior to the Effective Time shall be become the initial officers of the Surviving Corporation and shall Company, each to hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removalin accordance with the limited liability company agreement of the Surviving Company.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Alltel Corp), Agreement and Plan of Merger (Western Wireless Corp), Agreement and Plan of Merger (Stanton John W)
Officers. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation as of the Effective Time and shall hold office until their respective successors are duly appointed or elected and qualified, or their earlier death, resignation or removalin accordance with applicable law.
Appears in 3 contracts
Samples: Employment Agreement (Cyberguard Corp), Agreement and Plan of Merger (Smartalk Teleservices Inc), Agreement and Plan of Merger (United Surgical Partners International Inc)
Officers. The officers of Merger Sub immediately prior to the -------- Effective Time shall be the initial officers of the Surviving Corporation as of the Effective Time and shall hold office until their respective successors are duly appointed or elected in accordance with applicable law and qualified, or their earlier death, resignation or removalthe Surviving Corporation's certificate of incorporation and bylaws.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Stimsonite Corp), Agreement and Plan of Merger (Avery Dennison Corporation), Agreement and Plan of Merger (Quad-C Inc)
Officers. 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 the earlier of their death, resignation or removal or until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Red Lion Hotels CORP), Agreement and Plan of Merger (Stec, Inc.), Agreement and Plan of Merger (Stec, Inc.)
Officers. The From and after the Effective Time, until their respective successors are duly elected or appointed and qualified in accordance with applicable Law, the officers of Merger Sub Inc. 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 and qualified, or their earlier death, resignation or removalCorporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Patterson Uti Energy Inc), Agreement and Plan of Merger (Patterson Uti Energy Inc), Agreement and Plan of Merger (Pioneer Energy Services Corp)
Officers. The officers of Merger Sub immediately prior to the Effective Time shall be, and Parent, Merger Sub and the Company shall take such further actions as may be necessary such that the initial officers of Merger Sub immediately prior to the Effective Time become, from and after the Effective Time, the officers of the Surviving Corporation and shall hold office until their respective successors are shall have been duly elected appointed and qualified, qualified or until their earlier death, resignation or removalremoval in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Raptor Pharmaceutical Corp), Agreement and Plan of Merger (Relypsa Inc), Agreement and Plan of Merger (Horizon Pharma PLC)
Officers. The officers of the Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation Corporation, such officers to hold office, subject to the applicable provisions of the Certificate of Incorporation and shall hold office Bylaws of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, or their earlier death, resignation or removalas the case may be.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Pilgrims Pride Corp), Agreement and Plan of Merger (Gold Kist Inc.), Agreement and Plan of Merger (Gold Kist Inc.)
Officers. The officers of Merger Sub immediately prior to at the Effective Time of the Merger shall be the initial officers of the Surviving Corporation and shall hold office Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, or their earlier death, resignation or removalas the case may be.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Somanta Pharmaceuticals Inc.), Agreement and Plan of Merger (Access Pharmaceuticals Inc), Agreement and Plan of Merger (Access Pharmaceuticals Inc)
Officers. The officers of Merger Sub immediately prior to at the Effective Time shall shall, from and after the Effective Time, be the initial officers of the Surviving Corporation and shall hold office until their respective successors are shall have been duly elected or appointed and qualified, qualified or until their earlier death, resignation or removalremoval in accordance with the Charter and the Bylaws.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Blackline, Inc.), Agreement and Plan of Merger (Blackline, Inc.), Agreement and Plan of Merger (Hydril Co)
Officers. The officers of Merger Sub immediately prior to at the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, or their earlier death, resignation or removalas the case may be.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Citation Computer Systems Inc), Agreement and Plan of Merger (Cerner Corp /Mo/), Agreement and Plan of Merger (Maxwell Bret R)
Officers. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office Corporation, each of such officers to serve until their respective successors are his or her successor is duly elected and qualified, or their earlier death, resignation or removal.
Appears in 3 contracts
Samples: Agreementand Plan of Merger (Park Pharmacy Corp), Agreement and Plan of Merger (New Visual Entertainment Inc), Agreement and Plan of Merger (Housecall Medical Resources Inc)
Officers. The officers of Merger Sub immediately prior to the Effective Time Closing Date shall be the initial officers of the Surviving Corporation and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Span America Medical Systems Inc), Agreement and Plan of Merger (Dionex Corp /De), Agreement and Plan of Merger (Thermo Fisher Scientific Inc.)
Officers. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office from the Effective Time until their respective successors are duly elected or appointed and qualifiedqualified in the manner provided in the Certificate of Incorporation and by-laws of the Surviving Corporation, or their earlier death, resignation or removalas otherwise provided by the CBCA.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Echlin Inc), Agreement and Plan of Merger (Echlin Inc), Agreement and Plan of Merger (Dana Corp)
Officers. The From and after the Effective Time, 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 the earlier of their resignation or removal or until their respective successors are duly elected and qualified, or their earlier deathas the case may be, resignation or removalin accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation and the DGCL.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Toronto Dominion Bank), Agreement and Plan of Merger (Toronto Dominion Bank), Agreement and Plan of Merger (Td Banknorth Inc.)
Officers. The officers of Merger Sub immediately prior to at the Effective Time shall be the initial officers of the Surviving Corporation from and shall hold office after the Effective Time until their respective successors are have been duly elected and qualified, qualified or until their earlier death, resignation or removalremoval in accordance with the Certificate of Incorporation and the Bylaws.
Appears in 3 contracts
Samples: Intellectual Property Agreement (Stratex Networks Inc), Formation, Contribution and Merger Agreement (Harris Corp /De/), Intellectual Property Agreement (Harris Corp /De/)
Officers. The officers of Merger Sub immediately prior to at the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office in accordance with the certificate of incorporation and 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.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Verint Systems Inc), Agreement and Plan of Merger (Texas Instruments Inc), Agreement and Plan of Merger (Monsanto Co /New/)
Officers. The officers of Merger Sub immediately prior to the Effective Time shall shall, from and after the Effective Time, be the initial officers of the Surviving Corporation and shall hold office until their respective successors are have been duly elected or appointed and qualified, qualified or until their earlier death, resignation or removalremoval in accordance with the certificate of incorporation and the by-laws.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Francisco Partners II LP), Agreement and Plan of Merger (Quadramed Corp), Agreement and Plan of Merger (PeopleSupport, Inc.)
Officers. The officers of Merger Sub immediately prior to before the Effective Time shall will be the initial officers of the Surviving Corporation after the Effective Time and shall will hold office until their respective successors they resign or are duly elected and qualified, removed or their earlier death, resignation or removalreplaced by the Board of Directors of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CalAtlantic Group, Inc.), Agreement and Plan of Merger (Lennar Corp /New/)
Officers. The Except as otherwise provided in the Executive Agreement, the officers of Merger Sub immediately prior to before the Effective Time shall be be, from and after the initial Effective Time, the officers of the Surviving Corporation and shall hold office until their respective successors are duly elected or appointed and qualified, qualified or until their earlier death, resignation or removalremoval in accordance with the Surviving Charter, the Surviving Bylaws and applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Annie's, Inc.)
Officers. The From and after the Effective Time, 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 the earlier of their resignation or removal or until their respective successors are duly elected and qualified, or their earlier deathas the case may be, resignation or removalin accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation and applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rymer Foods Inc), Agreement and Plan of Merger (Forest Lake Partners LLC)
Officers. The officers of Merger Sub immediately prior to the Effective Time shall be become the initial officers of the Surviving Corporation and shall hold office Corporation, until the earlier of their death, resignation or removal or until their respective successors are duly elected appointed and qualified, or their earlier death, resignation or removal.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (FMFG Ownership, Inc.), Agreement and Plan of Merger (First Montauk Financial Corp)
Officers. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation and shall immediately after the Effective Time, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their earlier death, resignation or removal or until their respective successors are duly elected and qualifiedappointed, or their earlier death, resignation or removalas the case may be.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Knology Inc), Agreement and Plan of Merger (Valley Telephone Co., LLC)
Officers. The officers of Merger Sub immediately prior to the -------- Effective Time shall be the initial officers of the Surviving Corporation and shall hold office as of the Effective Time to serve until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, or their earlier death, resignation or removalas the case may be.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pac Rim Holding Corp), Agreement and Plan of Merger (Pac Rim Holding Corp)
Officers. The officers of Merger Sub immediately prior to at the Effective Time shall shall, from and after the Effective Time, be the initial officers of the Surviving Corporation and shall hold office until their respective successors are shall have been duly elected or appointed and qualified, qualified or until their earlier death, resignation or removalremoval in accordance with the Charter and the By-Laws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (SBC Communications Inc), Agreement and Plan of Merger (At&t Corp)
Officers. The officers of Merger Sub immediately prior to at the Effective Time shall be the initial officers of the Surviving Corporation and shall Corporation, each to hold office in accordance with the Organizational Documents of the Surviving Corporation until their respective successors are such officer’s successor is duly elected or appointed and qualified, or their earlier death, resignation or removal.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Santarus Inc), Agreement and Plan of Merger (Santarus Inc)
Officers. The Effective as of the Effective Time, the officers of Merger Sub as of immediately prior to the Effective Time shall be the initial executive officers of the Surviving Corporation and Corporation, who shall hold office serve until their respective successors are have been duly elected or appointed and qualified, qualified or until their earlier death, resignation or removalremoval in accordance with the applicable provisions of the Certificate of Incorporation and the By-Laws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Barr Pharmaceuticals Inc), Agreement and Plan of Merger (Teva Pharmaceutical Industries LTD)
Officers. The officers of the 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 and qualified, or their earlier death, resignation or removal.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (W R Grace & Co), Agreement and Plan of Merger (Synthetech Inc)
Officers. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation and shall Company, each to hold office until their respective successors are duly elected and qualified, or their the earlier death, of such officer’s resignation or removal.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Seagate Technology), Agreement and Plan of Merger (Maxtor Corp)
Officers. The officers of Merger Sub immediately prior to the Effective Time shall be be, from and after the initial Effective Time, the officers of the Surviving Corporation and shall Corporation, each to hold office until their respective successors are duly elected or appointed and qualified, qualified or until their earlier death, resignation or removalremoval in accordance with the Surviving Charter, the Surviving By-laws and applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Alliqua, Inc.), Agreement and Plan of Merger (HeartWare International, Inc.)
Officers. The officers of Merger Sub immediately prior to the Effective Time shall be become the initial officers of the Surviving Corporation and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removalremoval in accordance with the governing documents of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (ChampionX Corp), Agreement and Plan of Merger (Schlumberger Limited/Nv)
Officers. The officers of Merger Sub immediately prior to before the Effective Time shall be be, from and after the initial Effective Time, the officers of the Surviving Corporation and shall hold office until their respective successors are duly elected or appointed and qualified, qualified or until their earlier death, resignation or removalremoval in accordance with the Surviving Charter, the Surviving Bylaws, and applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (InfoLogix Inc), Agreement and Plan of Merger (Frozen Food Express Industries Inc)
Officers. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office Entity at the Effective Time until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, or their earlier death, resignation or removalas the case may be.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sierra Health Services Inc), Agreement and Plan of Merger (Interwoven Inc)
Officers. The officers of Merger Sub at the Effective Time shall be the officers of the Surviving Corporation 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 appointed or elected and qualifiedin accordance with applicable law, or until their earlier death, resignation or removalremoval in accordance with the Merger Sub Certificate of Incorporation and Merger Sub Bylaws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mediconsult Com Inc), Agreement and Plan of Merger (Andrx Corp /De/)
Officers. The officers of Merger Sub immediately prior to the Effective Time or such other individuals designated by Parent as of the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Acer Therapeutics Inc.), Agreement and Plan of Merger (Zevra Therapeutics, Inc.)
Officers. The officers of Merger Sub immediately prior to at the Effective Time shall be be, from and after the initial Effective Time, the officers of the Surviving Corporation and shall hold office until their respective successors are have been duly elected or appointed and qualified, or their earlier death, resignation or removal.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Wit Capital Group Inc), Agreement and Plan of Merger (E Offering Corp)
Officers. 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 and qualified, or their earlier death, resignation or removalCorporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nasdaq Stock Market Inc), Asset Purchase Agreement (Apple South Inc)
Officers. The officers of the Merger Sub immediately prior to at the Effective Time shall shall, from and after the Effective Time, be the initial officers of the Surviving Corporation and shall hold office Entity until their respective successors are have been duly elected or appointed and qualified, qualify or until their earlier death, resignation or removalremoval in accordance with the Certificate of Formation and Operating Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vintage Petroleum Inc), Agreement and Plan of Merger (Occidental Petroleum Corp /De/)
Officers. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office as of the Effective Time, until their respective successors are duly elected or appointed and qualified, qualified or their earlier death, resignation or removalremoval in accordance with the articles of incorporation and bylaws of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vail Resorts Inc), Agreement and Plan of Merger (Peak Resorts Inc)
Officers. The officers of Merger Sub as of immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Evoqua Water Technologies Corp.), Agreement and Plan of Merger (Xylem Inc.)
Officers. The officers of Merger Sub immediately prior to before the Effective Time shall be be, from and after the initial Effective Time, the officers of the Surviving Corporation and shall hold office until their respective successors are duly elected or appointed and qualified, qualified or until their earlier death, resignation or removalremoval in accordance with the Surviving Charter, the Surviving Bylaws and applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (LD Commodities Sugar Holdings LLC), Agreement and Plan of Merger (Imperial Sugar Co /New/)
Officers. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office Company, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, or their earlier death, resignation or removalas the case may be.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Broadpoint Securities Group, Inc.), Agreement and Plan of Merger (Gleacher & Company, Inc.)
Officers. The At the Effective Time, the officers of Merger Sub immediately prior to before the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office Company, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, or their earlier death, resignation or removalas the case may be.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (UNITED THERAPEUTICS Corp), Agreement and Plan of Merger (SteadyMed Ltd.)
Officers. The officers of Merger Sub immediately prior to the Effective Time shall shall, from and after the Effective Time, be the initial officers of the Surviving Corporation and shall hold office until their respective successors are have been duly elected or appointed and qualified, qualified or until their earlier death, resignation or removalremoval in accordance with the Charter and the By-Laws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Biomet Inc), Agreement and Plan of Merger (Interpore International Inc /De/)
Officers. The officers of Merger Sub immediately prior to the Effective Time shall be be, from and after the initial Effective Time, the officers of the Surviving Corporation and shall 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 and qualified, or their earlier death, resignation or removalappointed.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Monotype Imaging Holdings Inc.), Agreement and Plan of Merger (Nutraceutical International Corp)
Officers. 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 the earlier of their respective successors are duly elected and qualified, or their earlier death, resignation or removal.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Venture Catalyst Inc), Agreement and Plan of Merger (International Game Technology)
Officers. The officers of Merger Sub immediately prior to the Effective Time shall will, from and after the Effective Time, be the initial officers of the Surviving Corporation and shall hold office until their respective successors are will have been duly elected or appointed and qualified, qualified or until their earlier death, resignation or removalremoval in accordance with the Charter and Bylaws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cintas Corp), Agreement and Plan of Merger (G&k Services Inc)
Officers. The officers of Merger Sub immediately prior to the Effective Time shall shall, from and after the Effective Time, be the initial officers of the Surviving Corporation and shall hold office until their respective successors are have been duly elected and qualified, appointed or until their earlier death, resignation or removalremoval in accordance with the Charter and the Bylaws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Conagra Brands Inc.), Agreement and Plan of Merger (Pinnacle Foods Inc.)
Officers. The From and after the Effective Time, the officers of Merger Sub immediately prior to at the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office until their respective successors are shall have been duly elected or appointed and qualified, qualified or until their earlier death, resignation or removalremoval in accordance with the Articles of Incorporation and the By-Laws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Emerson Electric Co), Agreement and Plan of Merger (Artesyn Technologies Inc)
Officers. The officers of Merger Sub in office immediately prior to the Effective Time Date shall be the initial officers of the Surviving Corporation and shall hold office until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualifiedqualified in the manner provided in the Surviving Corporation's Charter and By-laws, or their earlier death, resignation or removalas otherwise provided by law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (El Paso Natural Gas Co), Agreement and Plan of Merger (El Paso Energy Corp/De)
Officers. 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 and qualified, or their earlier death, resignation or removal.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Stratex Oil & Gas Holdings, Inc.), Agreement and Plan of Merger (RICHFIELD OIL & GAS Co)
Officers. The officers of Merger Sub immediately prior to the Effective Time shall be become the initial officers of the Surviving Corporation and shall hold office on the Effective Time, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, or their earlier death, resignation or removalas the case may be.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rochester & Pittsburgh Coal Co), Agreement and Plan of Merger (Consol Inc)
Officers. The officers of Merger Sub immediately prior to the Effective Time shall will be the initial officers of the Surviving Corporation and shall hold office Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, or their earlier death, resignation or removalas the case may be.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Viasoft Inc /De/), Agreement and Plan of Merger (Compuware Corporation)
Officers. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation and shall 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 and qualifiedappointed, or their earlier death, resignation or removal.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Commerce Bancorp Inc /Nj/), Agreement and Plan of Merger (Toronto Dominion Bank)
Officers. The Effective as of the Effective Time and as of the effective time of the Subsequent Merger, the officers of Merger Sub immediately prior to the Effective Time shall be the initial executive officers of the Surviving Corporation and Corporation, who shall hold office serve until their respective successors are have been duly elected or appointed and qualified, qualified or until their earlier death, resignation or removalremoval in accordance with the Articles of Incorporation and the By-Laws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Teva Pharmaceutical Industries LTD), Agreement and Plan of Merger (Ivax Corp)
Officers. The officers of Merger Sub immediately prior to at the Effective Time shall shall, from and after the Effective Time, be the initial officers of the Surviving Corporation and shall hold office until their respective successors are have been duly elected and qualified, qualified or until their earlier death, resignation or removalremoval in accordance with the Certificate of Incorporation and the By-Laws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Medco Health Solutions Inc), Agreement and Plan of Merger (Accredo Health Inc)
Officers. 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 the earlier of their resignation or removal or until their respective successors are duly elected appointed and qualified, or their earlier death, resignation or removal.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Green Bancorp, Inc.), Agreement and Plan of Merger (Green Bancorp, Inc.)
Officers. The officers of Merger Sub immediately prior to shall, from and after the Effective Time shall Time, be the initial officers of the Surviving Corporation and shall hold office until their respective successors are have been duly elected or appointed and qualified, qualified or until their earlier death, resignation or removalremoval in accordance with the Surviving Corporation’s certificate of incorporation and bylaws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ntelos Holdings Corp.), Agreement and Plan of Merger (Shenandoah Telecommunications Co/Va/)
Officers. The officers of Merger Sub immediately prior to at the Effective Time of the Merger shall be the initial officers of the Surviving Corporation and shall hold office Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, or their earlier death, resignation or removalas the case may be.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Designer Holdings LTD), Agreement and Plan of Merger (Charterhouse Equity Partners Ii Lp)
Officers. The officers of Merger Sub immediately prior to the Effective Time shall be be, from and after the initial Effective Time, the officers of the Surviving Corporation and shall hold office Company until their respective successors are duly elected or appointed and qualified, qualified or until their earlier death, resignation or removalremoval in accordance with the bye-laws of the Surviving Company and applicable Laws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lexmark International Inc /Ky/), Agreement and Plan of Merger (Kofax LTD)
Officers. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation and shall Company, each to hold office in accordance with the limited liability company agreement of the Surviving Company until their respective successors are duly elected or appointed and qualified, or their earlier death, resignation or removal.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Avant Corp), Agreement and Plan of Merger (Synopsys Inc)
Officers. 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 and qualified, or their earlier death, resignation or removalEntity as of the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kimco Realty Corp), Agreement and Plan of Merger (Mid Atlantic Realty Trust)
Officers. The officers of the Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, or their earlier death, resignation or removalas the case may be.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (GTT Communications, Inc.), Agreement and Plan of Merger (GTT Communications, Inc.)
Officers. The officers of Merger Sub immediately prior to at the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office Corporation, until their respective successors are have been duly elected or appointed and qualified, qualified or until their earlier death, resignation or removalremoval in accordance with the Surviving Corporation’s Certificate of Incorporation and by-laws.
Appears in 2 contracts
Samples: Stockholder Agreement (Axs One Inc), Stockholder Agreement (Unify Corp)
Officers. The officers of Merger Sub immediately prior to at the Effective Time shall be the initial officers of the Surviving Corporation and shall Corporation, to hold office in accordance with the articles of incorporation and 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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hard Rock Hotel Inc), Agreement and Plan of Merger (Morgans Hotel Group Co.)
Officers. The officers of Merger Sub immediately prior to at the Effective Time of the Merger shall be the initial officers of the Surviving Corporation and shall hold office until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, or their earlier death, resignation or removalas the case may be.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Crystal Gas Storage Inc), Agreement and Plan of Merger (El Paso Energy Corp/De)
Officers. The officers Each officer of Merger Sub immediately prior to the Effective Time shall be hold the initial officers of identical office in the Surviving Corporation Company until his or her successor shall have been duly elected or appointed and shall hold office have qualified or until their respective successors are duly elected and qualified, his or their her earlier death, death or resignation or removalremoval in accordance with the Certificate of Incorporation and Bylaws.
Appears in 2 contracts
Samples: Merger Agreement (800america Com Inc), Merger Agreement and Plan (800america Com Inc)
Officers. The officers of Merger Sub immediately prior to the Effective Time shall from and after the Effective Time be the initial officers of the Surviving Corporation and shall Corporation, each to hold office in accordance with the Surviving Corporation Charter and the Surviving Corporation Bylaws until their respective successors are such officer’s successor is duly elected and qualified, subject to earlier termination by removal or their earlier death, resignation or removalresignation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fresenius Medical Care AG & Co. KGaA), Agreement and Plan of Merger (Fresenius Medical Care AG & Co. KGaA)
