Officers. The officers of the Company at the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until such officer's successor is duly elected or appointed and qualified.
Appears in 12 contracts
Samples: Agreement and Plan of Merger (Computer Sciences Corp), Agreement and Plan of Merger (Special Devices Inc /De), Plan and Agreement of Merger (Royal Bank of Canada)
Officers. The At the Effective Time, the officers of the Company at immediately prior to the Effective Time shall be become the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until such officer's successor is their respective successors are duly elected or appointed and qualifiedappointed.
Appears in 10 contracts
Samples: Agreement and Plan of Merger (Otsuka Holdings Co., Ltd.), Agreement and Plan of Merger (Rouse Properties, Inc.), Agreement and Plan of Merger (BigBand Networks, Inc.)
Officers. The officers of the Company Acquisition at the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws bylaws of the Surviving Corporation until such officer's successor is duly elected or appointed and qualified.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Peoplesoft Inc), Amended and Restated Agreement and Plan of Merger (Edwards J D & Co), Agreement and Plan of Merger (Intel Corp)
Officers. The officers of the Company at At the Effective Time shall be Time, the initial officers of the Surviving CorporationCorporation will be officers of the Company as of immediately prior to the Effective Time, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until such officer's successor is their respective successors are duly elected appointed, or appointed and qualifieduntil their earlier death, resignation or removal.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Sumo Logic, Inc.), Agreement and Plan of Merger (Alteryx, Inc.), Agreement and Plan of Merger (Transphorm, Inc.)
Officers. The At the Effective Time, the officers of the Company at immediately prior to the Effective Time shall be become the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until such officer's successor is duly elected or appointed and qualifiedany resolutions of the board of directors of the Surviving Corporation.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Mill Road Capital II, L.P.), Agreement and Plan of Merger (Mill Road Capital II, L.P.), Agreement and Plan of Merger (Skullcandy, Inc.)
Officers. The officers of the Company at At the Effective Time shall be Time, the initial officers of the Surviving CorporationCorporation will be the officers of the Company as of immediately prior to the Effective Time, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until such officer's successor is their respective successors are duly elected or appointed and qualifiedappointed.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Instructure Inc), Agreement and Plan of Merger (Instructure Inc), Agreement and Plan of Merger (Ellie Mae Inc)
Officers. The officers of the Company at the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws of the Surviving Corporation until such officer's successor is duly elected or appointed and qualified.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (D&b Acquisition Sub Inc), Merger Agreement (Ac Acquisition Subsidiary Inc), Merger Agreement (Ac Acquisition Subsidiary Inc)
Officers. The officers of the Company at the Effective Time shall be the initial officers of the Surviving Corporation, each to Corporation and shall hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until such officer's successor is their successors are duly elected or appointed and qualifiedqualified or until their earlier death, resignation or removal.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (GL Trade Overseas, Inc.), Agreement and Plan of Merger (Activant Solutions Inc /De/), Agreement and Plan of Merger (Sungard Capital Corp Ii)
Officers. The officers of the Company at At the Effective Time shall be Time, the initial officers of the Surviving CorporationCorporation shall be the officers of the Company immediately prior to the Effective Time, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until such officer's successor is their respective successors are duly elected or appointed and qualifiedappointed.
Appears in 5 contracts
Samples: Merger Agreement (Riverbed Technology, Inc.), Agreement and Plan of Merger (Gigamon Inc.), Agreement and Plan of Merger (Barracuda Networks Inc)
Officers. The officers of the Company at the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation Restated Articles and the Bylaws of the Surviving Corporation until each such officer's successor is duly elected or appointed and qualified.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Guardian Fiberglass Inc), Agreement and Plan of Merger (Cameron Ashley Building Products Inc), Agreement and Plan of Merger (Cameron Ashley Building Products Inc)
Officers. The officers of the Company at the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until such officer's successor is their successors are duly elected or appointed and qualifiedqualified or until their earlier death, resignation or removal.
Appears in 5 contracts
Samples: Defined Terms (Unisource Worldwide Inc), Agreement and Plan of Merger (Minolta Investments Co), Defined Terms (Georgia Pacific Corp)
Officers. The officers of the Company at the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws bylaws of the Surviving Corporation until such officer's successor is duly elected or appointed and qualified.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Racing Champions Corp), Agreement and Plan of Merger (Intervest Corporation of New York), Agreement and Plan of Merger (Mark Vii Inc)
Officers. The officers of the Company at the Effective Time shall will be the initial officers of the Surviving Corporation, each to Corporation and will hold office in accordance with from the Certificate of Incorporation and Bylaws of the Surviving Corporation Effective Time until such officer's successor is their respective successors are duly elected or appointed and qualifiedqualified in the manner provided in the certificate of incorporation and bylaws of the Surviving Corporation or as otherwise provided by law.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Newport News Shipbuilding Inc), Agreement and Plan of Merger (General Dynamics Corp), Agreement and Plan of Merger (Northrop Grumman Corp /De/)
Officers. The officers of the Company at Surviving Corporation will be the officers of Acquiror Sub immediately prior to the Effective Time Time, and such officers, together with any additional officers as may thereafter be elected, shall hold such office until such time as their successors shall be the initial officers of the Surviving Corporationduly elected or appointed and qualified or until their earlier death, each to hold office resignation or removal in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until such officer's successor is duly elected or appointed and qualifiedBylaws.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Flag Financial Corp), Agreement and Plan of Merger (Popular Inc), Agreement and Plan of Merger (Royal Bank of Canada \)
Officers. The officers of the Company at as of the Effective Time shall will be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until such officer's successor is duly elected or appointed and qualified.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Shorewood Packaging Corp), Agreement and Plan of Merger (International Paper Co /New/), Agreement and Plan of Merger (International Paper Co /New/)
Officers. The officers of the Company at At the Effective Time shall be Time, the initial officers of the Surviving CorporationCorporation shall be the officers of the Company immediately prior to the Effective Time, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until such officer's his or her respective successor is duly elected or appointed and qualifiedappointed.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Kellwood Co), Agreement and Plan of Merger (Kellwood Co), Agreement and Plan of Merger (SCSF Equities, LLC)
Officers. The officers of the Company at immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until such officer's successor is duly elected or appointed and qualified.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Savia Sa De Cv), Agreement and Plan of Merger (Seminis Inc), Agreement and Plan of Merger (Seminis Inc)
Officers. The officers of the Company at the -------- Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation charter and Bylaws of the Surviving Corporation until such officer's successor is duly elected or appointed and qualified.
Appears in 3 contracts
Samples: Merger Agreement (Marriott International Inc /Md/), Merger Agreement (Execustay Corp), Merger Agreement (Mi Subsidiary I Inc)
Officers. The officers of the Company at immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate articles of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until such officer's successor is duly elected or appointed and qualified.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Maxxim Medical Inc), Agreement and Plan of Merger (Quality Dining Inc), Agreement and Plan of Merger (Quality Dining Inc)
Officers. The officers of the Company at the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate articles of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until such officer's successor is their successors are duly elected or appointed and qualifiedqualified or until their earlier death, resignation or removal.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Westfield Holdings LTD /), Agreement and Plan of Merger (O2wireless Solutions Inc), Agreement and Plan of Merger (Westfield America Management LTD)
Officers. The officers of the Company at the Effective Time Time, and any additional individuals designated by Parent, shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws of the Surviving Corporation and until such officer's his or her successor is duly elected or appointed and qualified.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Dow Chemical Co /De/), Agreement and Plan of Merger (Techforce Corp), Agreement and Plan of Merger (Mycogen Corp)
Officers. The officers of the Company at the Effective Time Surviving Corporation shall initially be the initial officers of the Surviving CorporationCompany as of immediately prior to Closing, each to hold office in accordance with the Certificate certificates of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation and until such officer's his or her successor is duly elected or appointed and qualified.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Majesco), Agreement and Plan of Merger (Majesco), Agreement and Plan of Merger (InsPro Technologies Corp)
Officers. The officers of the Company at At the Effective Time shall be Time, the initial officers of the Surviving CorporationCorporation shall be the officers of the Company immediately prior to the Effective Time, each to hold office until their respective successors are duly appointed or until their earlier death, resignation or removal in accordance with the Certificate memorandum of Incorporation association and Bylaws articles of association of the Surviving Corporation until such officer's successor is duly elected or appointed and qualifiedCorporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Trina Solar LTD), Agreement and Plan of Merger (Liu Tianwen)
Officers. The officers of the Company at the ----------- -------- Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws by-laws of the Surviving Corporation until such officer's successor is duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Global Motorsport Group Inc), Agreement and Plan of Merger (Fremont Partners Lp)
Officers. The officers of the Company at the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until such officer's ’s successor is duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (SWK Holdings Corp), Agreement and Plan of Merger (Information Services Group Inc.)
Officers. The officers of the Company at At the Effective Time shall be Time, the initial officers of the Surviving CorporationCorporation will be officers of the Company as of immediately prior to the Effective Time, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until such officer's successor is their respective successors are duly elected or appointed and qualified, or until their earlier death, resignation or removal.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (KnowBe4, Inc.), Agreement and Plan of Merger (Vepf Vii SPV I, L.P.)
Officers. The officers of the Company at the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with Corporation shall be the Certificate of Incorporation and Bylaws officers of the Surviving Corporation until such officer's successor is duly elected or appointed and qualifiedCompany as of immediately prior to the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Advanced Products Group Inc), Agreement and Plan of Merger (Advanced Products Group Inc)
Officers. The officers of the Company at the -------- Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws of the Surviving Corporation until such officer's successor is duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cuc International Inc /De/), Agreement and Plan of Merger (Cuc International Inc /De/)
Officers. The officers of the Company at the Effective Time shall will be the initial officers of the Surviving Corporation, each to Corporation and will hold office from the Effective Time until their respective successors are duly elected or appointed and qualified in accordance with the manner provided in the Certificate of Incorporation and Bylaws of the Surviving Corporation until such officer's successor is duly elected or appointed and qualifiedas otherwise provided by law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (General Dynamics Corp), Agreement and Plan of Merger (Gulfstream Aerospace Corp)
Officers. The officers of the Company at the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until such officer's ’s successor is duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Neustar Inc), Agreement and Plan of Merger (Neustar Inc)
Officers. The initial officers of the Surviving Company at the Effective Time shall be the initial officers of Acquisition at the Surviving CorporationEffective Time, each to hold office in accordance with the Certificate of Incorporation and Bylaws bylaws of the Surviving Corporation Company until such officer's ’s successor is duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Valueclick Inc/Ca), Agreement and Plan of Merger and Reorganization (Fastclick Inc)
Officers. The officers of the Company at the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws of the Surviving Corporation until such officer's successor is duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Irt Property Co), Agreement and Plan of Merger (Equity One Inc)
Officers. The officers of the Company Xxxxxx at the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until such officer's successor is duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (United States Satellite Broadcasting Co Inc), Agreement and Plan of Merger (General Motors Corp)
Officers. The Unless otherwise directed by Parent, the officers of the Company at immediately prior to the Effective Time shall be the initial officers of the Surviving CorporationEntity, each to hold office in accordance with the Surviving Entity Certificate of Incorporation and Bylaws of the Surviving Corporation Entity Bylaws until such officer's ’s successor is duly elected or appointed and qualified, or until the earlier of their death, resignation or removal.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Priority Technology Holdings, Inc.), Agreement and Plan of Merger (Priority Technology Holdings, Inc.)
Officers. The officers of the Company at the Effective Time shall be the initial officers of the Surviving Corporation, each all such officers to hold office in accordance with from the Certificate of Incorporation and Bylaws of the Surviving Corporation Effective Time until such officer's successor is 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 as otherwise provided by law.
Appears in 2 contracts
Samples: Iii Agreement and Plan of Merger (Murdock David H), Iii Agreement and Plan of Merger (Dole Food Company Inc)
Officers. The officers of the Company at Surviving Corporation shall initially consist of the Effective Time shall be officers of the initial officers Company, until their successors are duly elected and qualified in the manner provided in the Certificate of Incorporation and By-Laws of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until such officer's successor is duly elected or appointed and qualifiedas otherwise provided by law."
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Homeowners Group Inc), Agreement and Plan of Merger (Hac Inc)
Officers. The initial officers of the Company Surviving Corporation at the Effective Time shall be the initial officers of Chancellor immediately prior to the Effective Time. Each such officer of the Surviving Corporation, each to Corporation will hold office from the Effective Time until his respective successor is duly elected or appointed and qualified in accordance with the manner provided in the Certificate of Incorporation and Bylaws of the Surviving Corporation until such officer's successor is duly elected or appointed and qualifiedas otherwise provided by applicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Capstar Broadcasting Corp), Agreement and Plan of Merger (Chancellor Media Corp of Los Angeles)
Officers. The officers of the Company at the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws bylaws of the Surviving Corporation until such officer's successor is duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Coffee People Inc), Agreement and Plan of Merger (Diedrich Coffee Inc)
Officers. The officers of the Company at the Effective Time shall be the initial officers of the Surviving Corporation, each to Corporation and will hold office in accordance with from the Certificate of Incorporation and Bylaws of the Surviving Corporation Effective Time until such officer's successor is their respective successors are duly elected or appointed and qualified.qualify in the manner provided in the Articles of Organization and By-laws of the Surviving Corporation, or as otherwise provided by Law. SECTION 2.7
Appears in 2 contracts
Samples: Exhibit 1 Agreement and Plan of Merger (BBN Corp), Agreement and Plan of Merger Agreement and Plan of Merger (Gte Corp)
Officers. The officers of the Company at immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until such officer's successor is successors are duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Interpublic Group of Companies Inc), Agreement and Plan of Merger (Nfo Worldwide Inc)
Officers. The officers of the Company at the Effective Time shall be the initial officers of the Surviving Corporation, each to Corporation and will hold office in accordance with from the Certificate of Incorporation and Bylaws of the Surviving Corporation Effective Time until such officer's successor is their respective successors are duly elected or appointed and qualifiedqualify in the manner provided in the Articles of Incorporation and By-laws of the Surviving Corporation, or as otherwise provided by Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Forum Group Inc), Agreement and Plan of Merger (Marriott International Inc)
Officers. The officers of the Company at the Effective Time shall will be the initial officers of the Surviving Corporation, each to hold office from the Effective Time in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until such officer's any removal in accordance therewith or until his or her successor is duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Reuters Group PLC /Adr/), Agreement and Plan of Merger (Multex Com Inc)
Officers. The officers of the Company at the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation charter and Bylaws bylaws of the Surviving Corporation until such officer's successor is their successors are duly elected or appointed and qualifiedqualified or until their earlier death, resignation or removal.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (General Electric Capital Corp), Agreement and Plan of Merger (Security Capital Group Inc/)
Officers. The officers of the Company at immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to and such officers shall hold office in accordance with and subject to the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until such officer's successor is duly elected or appointed and qualifiedCorporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sport Supply Group, Inc.), Agreement and Plan of Merger (Sage Parent Company, Inc.)
Officers. The officers of the Company at the Effective Time -------- shall be the initial officers of the Surviving Corporation, each to Corporation and will hold office in accordance with from the Certificate of Incorporation and Bylaws of the Surviving Corporation Effective Time until such officer's successor is 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 as otherwise provided by law.
Appears in 1 contract
Officers. The officers of the Company at immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to Corporation and shall hold office in accordance with the Certificate of Incorporation and Bylaws By-laws of the Surviving Corporation from the Effective Time until such officer's successor is their respective successors are duly elected or appointed and qualified.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Midway Airlines Corp)
Officers. The At the Effective Time, if any, the officers of the Company at immediately prior to the Effective Time shall be become the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until such officer's successor is their respective successors are duly elected or appointed and qualifiedappointed.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Graftech International LTD)
Officers. The officers of the Surviving Company at the Effective Time shall initially be the initial officers of the Surviving CorporationCompany as of immediately prior to the Effective Time, each to hold office in accordance with the Certificate certificate of Incorporation formation and Bylaws limited liability company agreement of the Surviving Corporation Company and until such officer's his or her successor is duly elected or appointed and qualified.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Paycom Software, Inc.)
Officers. (a) Of the Surviving Company. The officers of the Company Purchaser at the Effective Time shall be the initial officers of the Surviving Corporation, each to Corporation and shall hold office from the Effective Time until their respective successors are duly elected or appointed and qualify in accordance with the manner provided in the Certificate of Incorporation and Bylaws by-laws of the Surviving Corporation until such officer's successor is duly elected Corporation, or appointed and qualifiedas otherwise provided by Law.
Appears in 1 contract
Officers. The officers of the Operating Company at the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until such officer's successor is duly elected or appointed and qualified.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ak Steel Holding Corp)
Officers. The officers of the Company at the Effective Time shall be the initial officers of the Surviving Corporation, each to Corporation and will hold office from the Effective Time until their respective successors are duly elected or appointed and qualify in accordance with the manner provided in the Certificate of Incorporation and Bylaws By-Laws of the Surviving Corporation until such officer's successor is duly elected Corporation, or appointed and qualifiedas otherwise provided by law.
Appears in 1 contract
Officers. The officers of the Company at the Effective Time Time, which are listed on Section 2.7 of the Company Disclosure Letter, shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation Survivor’s Constituent Documents from and Bylaws of after the Surviving Corporation Effective Time until such officer's ’s successor is duly elected or appointed and qualified.
Appears in 1 contract
Officers. The officers of the Company at immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with at the Certificate pleasure of Incorporation and Bylaws the Board of Directors of the Surviving Corporation until such officer's successor is duly elected or appointed and qualifiedCorporation.
Appears in 1 contract
Samples: Merger Agreement and Plan of Reorganization (Surge Components Inc)
Officers. The officers of the Company at effective as of the Effective Time shall be the initial officers of the Surviving Corporation, each to Corporation and shall hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until such officer's successor is their successors are duly elected or appointed and qualifiedqualified or until their earlier death, resignation or removal.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Intercontinental Exchange, Inc.)
Officers. The officers of the Company at immediately prior to the Effective Time shall be the initial officers of the Surviving CorporationEntity, each to hold office in accordance with the Surviving Entity Certificate of Incorporation and Bylaws of the Surviving Corporation Entity Bylaws until such officer's ’s successor is duly elected or appointed and qualified.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Logan's Roadhouse of Kansas, Inc.)
Officers. The officers of the Company at From and after the Effective Time shall be Time, the initial officers of the Surviving CorporationCorporation shall be the officers of the Company immediately prior to the Effective Time, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until such officer's successor is their respective successors are duly elected or appointed and qualifiedappointed.
Appears in 1 contract
Officers. The From and after the Effective Time, the officers of the Surviving Corporation shall consist of the officers of the Company at (as constituted immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office Time) until changed in accordance with the its Certificate of Incorporation and Bylaws of the Surviving Corporation until such officer's successor is duly elected or appointed By-laws and qualifiedapplicable law.
Appears in 1 contract
Officers. The officers of the Company 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 certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation and until such officer's his or her successor is duly elected or appointed and qualified.
Appears in 1 contract
Officers. The officers of the Company at the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate articles of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until such officer's successor is duly elected or appointed and qualified.
Appears in 1 contract
Officers. The officers of the Company at the -------- Effective Time shall be the persons identified in Exhibit C, and such persons --------- shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until such officer's successor is duly elected or appointed and qualified.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cuc International Inc /De/)
Officers. The officers of the Company at the Effective Time Corporation shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until such officer's successor is their successors have been duly elected or appointed and qualifiedqualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s Articles of Incorporation and By-Laws.
Appears in 1 contract
Officers. The officers of the Company at the Effective Time -------- shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until such officer's successor is duly elected or appointed and qualified.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Northrop Grumman Corp)
Officers. The officers of the Company at the Effective -------- Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation Organization and Bylaws bylaws of the Surviving Corporation until such officer's successor is duly elected or appointed and qualified.
Appears in 1 contract
Officers. The officers of the Company at immediately prior to the Effective Time shall be the initial officers of, and shall hold the same positions with, the Surviving Corporation and shall hold office from the Effective Time until their respective successors are duly elected or appointed and qualified in the manner provided in the certificate of incorporation and by-laws of the Surviving Corporation, each to hold office in accordance with or as otherwise provided by the Certificate of Incorporation and Bylaws of the Surviving Corporation until such officer's successor is duly elected or appointed and qualified.CBCA. Section 1.06
Appears in 1 contract
Samples: Agreement and Plan of Merger (Northeast Utilities System)
Officers. The officers of the Company at immediately prior to the Effective Time shall be the initial officers of the Surviving CorporationEntity, each to hold office in accordance with the Surviving Entity Certificate of Incorporation and Bylaws of the Surviving Corporation Entity Bylaws until such officer's ’s successor is duly elected or appointed and qualified, or until the earlier of their death, resignation or removal.
Appears in 1 contract
Officers. The officers of the Company at the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws Organizational Documents of the Surviving Corporation until such officer's ’s successor is duly elected or appointed and qualified.
Appears in 1 contract
Officers. The officers of the Company at At the Effective Time shall be Time, the initial officers of the Surviving CorporationCorporation shall be the officers of the Company immediately prior to the Effective Time, each to hold office until their respective successors are duly appointed or until their earlier death, resignation or removal in accordance with the Certificate articles of Incorporation and Bylaws association of the Surviving Corporation until such officer's successor is duly elected or appointed and qualifiedCorporation.
Appears in 1 contract
Officers. The officers of the Company at At the Effective Time shall be Time, the initial officers of the Surviving CorporationCorporation shall be the officers of the Company immediately prior to the Effective Time, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until such officer's successor is their respective successors are duly elected or appointed and qualifiedappointed.
Appears in 1 contract
Officers. The officers of the Company at immediately prior to the Effective Time shall be the initial officers of the Surviving CorporationEntity, each to hold office in accordance with the Certificate of Incorporation and Bylaws limited liability company agreement of the Surviving Corporation Entity until such officer's successor is duly elected or appointed and qualified.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Global Power Equipment Group Inc/)
Officers. The officers of the Company at the Effective Time shall be the same persons who are the initial officers of the Surviving CorporationCompany, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until such officer's successor is their respective successors have been duly elected or appointed and qualifiedqualified or until their earlier death, resignation or removal in accordance with the Surviving Company’s certificate of formation and limited liability company agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Halifax Corp of Virginia)
Officers. The officers of the Company at the Effective Time Time, together with any other persons designated by Purchaser, shall be serve as the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until the earlier of such officer's ’s resignation or removal or until such officer’s successor is duly elected or appointed and qualified.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Edwards Lifesciences Corp)
Officers. The officers of the Company at the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws bylaws of the Surviving Corporation until such officer's ’s successor is duly elected or appointed and qualified.
Appears in 1 contract
Officers. The officers of the Company at the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws of the Surviving Corporation until such officer's ’s successor is duly elected or appointed and qualified.
Appears in 1 contract
Officers. The officers of the Surviving Company at the Effective Time shall initially be the initial officers of the Surviving CorporationCompany as of immediately prior to the Closing, each to hold office in accordance with the Certificate certificates of Incorporation formation and Bylaws limited liability company agreement of the Surviving Corporation Company and until such officer's his or her successor is duly elected or appointed and qualified.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Paycom Software, Inc.)
Officers. The officers of the Company at as of the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation Corporation, until such officer's successor is their respective successors are duly elected or appointed and qualifiedqualified or until the earlier of their death, resignation or removal.
Appears in 1 contract
Officers. The officers of the Company at immediately prior to the Effective Time shall be the initial officers of, and shall hold the same positions with, the Surviving Corporation and shall hold office from the Effective Time until their respective successors are duly elected or appointed and qualified in the manner provided in the certificate of incorporation and by-laws of the Surviving Corporation, each to hold office in accordance with or as otherwise provided by the Certificate of Incorporation and Bylaws of the Surviving Corporation until such officer's successor is duly elected or appointed and qualifiedCBCA.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Northeast Utilities System)
Officers. The officers of the Company at At the Effective Time shall be Time, the initial officers of the Surviving CorporationCorporation will be the officers of the Company as of immediately prior to the Effective Time, each to hold office in accordance with the Certificate articles of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until such officer's successor is their respective successors are duly elected or appointed and qualifiedappointed.
Appears in 1 contract
Samples: Agreement and Plan of Merger
Officers. The officers of the Company at the Effective Time shall be the initial -------- officers of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws bylaws of the Surviving Corporation until such officer's successor is duly elected or appointed and qualified.
Appears in 1 contract
Officers. The officers of the Company at immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to Corporation and shall hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws by-laws of the Surviving Corporation from the Effective Time until such officer's successor is their respective successors are duly elected or and appointed and qualified.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Transportation Technologies Industries Inc)
Officers. The officers of the Company at the Effective Time shall will be the initial officers of the Surviving Corporation, each to Corporation and will hold office in accordance with from the Certificate of Incorporation and Bylaws of the Surviving Corporation Effective Time until such officer's successor is their respective successors are duly elected or appointed and qualified.
Appears in 1 contract
Officers. The officers of the Company at the Effective Time shall will be the initial officers of the Surviving CorporationCompany, each to hold office in accordance with the Certificate of Incorporation and Bylaws bylaws of the Surviving Corporation Company until such officer's successor is duly elected or appointed and qualified.
Appears in 1 contract
Officers. The officers of the Company at the Effective Time together with the persons named below, shall be serve as the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until such officer's successor is duly elected or appointed and qualified.:
Appears in 1 contract
Samples: Employment Agreement (Writer Corp)
Officers. The As of and immediately following the Effective Time, the officers of the Company at the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws by-laws of the Surviving Corporation until such officer's successor is duly elected or appointed and qualifiedCorporation.
Appears in 1 contract
Officers. The officers of the Company at immediately prior to the Effective Time shall be the initial officers of the Surviving CorporationCompany, effective as of the Effective Time, each to hold office in accordance with the Certificate of Incorporation and Bylaws terms of the Surviving Corporation until such officer's successor is duly elected or appointed Company’s certificate of incorporation and qualifiedbylaws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Innophos Holdings, Inc.)
Officers. The officers of the Company at the Effective Time Corporation shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until such officer's successor is their successors have been duly elected or appointed and qualifiedqualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s Certificate of Incorporation and By-Laws.
Appears in 1 contract
Officers. The officers of the Company at the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws bylaws of the Surviving Corporation until such officer's successor is duly elected or appointed and qualified. SECTION 1.8.
Appears in 1 contract
Officers. The officers of the Company at the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until such officer's ’s successor is duly elected or appointed and qualified.
Appears in 1 contract
Officers. The officers of the Company at the Effective Time shall be the initial officers of the Surviving CorporationCorporation shall be the officers of the Company as of immediately prior to the Effective Time, each to hold office until their respective successors are duly elected and qualified in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation Bylaws, or until such officer's successor is duly elected their earlier death, resignation or appointed and qualifiedremoval.
Appears in 1 contract
Samples: Agreement and Plan of Merger (International Food & Wine Consultants, Inc.)
Officers. The officers of the Surviving Corporation shall initially consist of the officers of the Company at immediately prior to the Effective Time shall be Time, until their successors are duly elected and qualified in the initial officers manner provided in the Articles of Incorporation and By-Laws of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until such officer's successor is duly elected or appointed and qualifiedas otherwise provided by law.
Appears in 1 contract
Officers. The officers of the Company at At the Effective Time shall be Time, the initial officers of the Surviving CorporationCorporation shall be the officers of the Company immediately prior to the Effective Time, each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws of the Surviving Corporation until such officer's successor is their respective successors are duly elected or appointed and qualifiedappointed.
Appears in 1 contract
Officers. The officers of the Company at the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until such officer's ’s successor is duly elected or appointed and qualified.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Worldwide Restaurant Concepts Inc)
Officers. The officers of the Company at the Effective Time shall be the initial officers of the Surviving Corporation, each to Corporation and will hold office in accordance with from the Certificate of Incorporation and Bylaws of the Surviving Corporation Effective Time until such officer's successor is 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 as otherwise provided by law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Bastion Capital Fund Lp)
Officers. The officers of the Company immediately prior to the Effective Time shall at the Effective Time shall be the initial become officers of the Surviving Corporation, each to with the same offices and titles, and shall hold office in accordance with at the Certificate pleasure of Incorporation the board of directors and Bylaws subject to the bylaws of the Surviving Corporation until such officer's successor is duly elected or appointed and qualifiedCorporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cracker Barrel Old Country Store, Inc)
Officers. The officers of the Company at immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Surviving Corporation Certificate of Incorporation and Bylaws of the Surviving Corporation Bylaws until such officer's ’s successor is duly elected or appointed and qualified, or until the earlier of their death, resignation or removal.
Appears in 1 contract
Officers. The officers of the Company at the Effective Time shall be the initial officers of the Surviving Corporation, each to Corporation and will hold office in accordance with from the Certificate of Incorporation and Bylaws of the Surviving Corporation Effective Time until such officer's successor is their respective successors are duly elected or appointed and qualifiedqualify in the manner provided in the Articles of Organization and By-laws of the Surviving Corporation, or as otherwise provided by Law.
Appears in 1 contract
Officers. The officers of the Company at At the Effective Time shall be Time, the initial officers of the Surviving CorporationCorporation will be the officers of Purchaser as of immediately prior to the Effective Time, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until such officer's successor is their respective successors are duly elected appointed, or appointed and qualifieduntil their resignation or removal.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Thorne Healthtech, Inc.)
Officers. The officers of the Company at as of immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to Corporation and shall hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until such officer's successor is their successors are duly elected or appointed and qualifiedqualified or until their earlier death, resignation or removal.
Appears in 1 contract
Officers. The officers of the Company at At the Effective Time shall be Time, the initial officers of the Surviving CorporationCorporation will be the officers of the Company as of immediately prior to the Effective Time, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until such officer's successor is their respective successors are duly elected appointed or appointed until their earlier death, resignation or removal in accordance with the certificate of incorporation and qualifiedbylaws of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Castlight Health, Inc.)
