Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Law, (i) the directors of Merger Subsidiary at the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation.
Appears in 57 contracts
Samples: Agreement and Plan of Merger (LiveVox Holdings, Inc.), Agreement and Plan of Merger (McAfee Corp.), Agreement and Plan of Merger (McAfee Corp.)
Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable law, (i) the directors of Merger Subsidiary at the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation.
Appears in 35 contracts
Samples: Agreement and Plan of Merger (Oracle Corp /De/), Agreement and Plan of Merger (Peoplesoft Inc), Agreement and Plan of Merger (STG Oms Acquisition Corp)
Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Law, (i) the directors of Merger Subsidiary at immediately prior to the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company at Merger Subsidiary immediately prior to the Effective Time shall be the officers of the Surviving Corporation.
Appears in 15 contracts
Samples: Agreement and Plan of Merger (Alexion Pharmaceuticals, Inc.), Agreement and Plan of Merger (Micros Systems Inc), Agreement and Plan of Merger (Oracle Corp)
Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Law, (i) the directors of Merger Subsidiary at the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company Merger Subsidiary at the Effective Time shall be the officers of the Surviving Corporation.
Appears in 14 contracts
Samples: Agreement and Plan of Merger (Hewlett Packard Enterprise Co), Agreement and Plan of Merger (Juniper Networks Inc), Agreement and Plan of Merger (Aveo Pharmaceuticals, Inc.)
Directors and Officers. From and after the Effective Time, until ---------------------- successors are duly elected or appointed and qualified (or their earlier resignation or removal) in accordance with Applicable Law, Law (ia) the directors of VIALOG Merger Subsidiary at the Effective Time shall will be the directors of the Surviving Corporation and (iib) the officers of the Company at the Effective Time shall will be the officers of the Surviving Corporation.
Appears in 13 contracts
Samples: Agreement and Plan of Reorganization (Vialog Corp), And Restated Agreement (Vialog Corp), Agreement and Plan of Reorganization (Call Points Inc)
Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable law, (i) the directors of Merger Subsidiary at the Effective Time shall be the directors of the Surviving Corporation Corporation, and (ii) the officers of the Company Merger Subsidiary at the Effective Time shall be the officers of the Surviving Corporation.
Appears in 10 contracts
Samples: Agreement and Plan of Merger (Sheridan Energy Inc), Agreement and Plan of Merger (Calpine Corp), Agreement and Plan of Merger (Computer Associates International Inc)
Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable law, (i) the directors of Merger Subsidiary at the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company Merger Subsidiary at the Effective Time shall be the officers of the Surviving Corporation.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Netiq Corp), Agreement and Plan of Merger (Multilink Technology Corp), Agreement and Plan of Merger and Reorganization (Affymetrix Inc)
Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable law, (ia) the directors of Merger Subsidiary MergerSub at the Effective Time shall be the directors of the Surviving Corporation Corporation, and (iib) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Apollo Investment Fund Iii Lp), Agreement and Plan of Merger (Decisionone Holdings Corp), Agreement and Plan of Merger (Donaldson Lufkin & Jenrette Inc /Ny/)
Directors and Officers. From and after the Effective Time, Time (until ---------------------- successors are duly elected or appointed and qualified in accordance with Applicable Lawqualified), (ia) the Acquiror's directors of Merger Subsidiary at the Effective Time shall be the Surviving Corporation's directors of the Surviving Corporation and (iib) the Company's officers of the Company at immediately prior to the Effective Time shall be the officers of the Surviving Corporation.'s officers
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Fs Equity Partners Iii Lp), Agreement and Plan of Merger (Cb Richard Ellis Services Inc), Agreement and Plan of Merger (Cbre Holding Inc)
Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Law, (i) the directors of Merger Subsidiary at Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company at immediately prior to the Effective Time shall be the officers of the Surviving Corporation.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (RMG Networks Holding Corp), Agreement and Plan of Merger (Parexel International Corp), Agreement and Plan of Merger (Ariad Pharmaceuticals Inc)
Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Law, (i) the directors of Merger Subsidiary at the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company Merger Subsidiary at the Effective Time shall be the officers of the Surviving Corporation.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Realogy Holdings Corp.), Agreement and Plan of Merger (Telular Corp), Agreement and Plan of Merger (Blue Coat Systems Inc)
Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable applicable Law, (i) the directors of Merger Subsidiary at the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company Merger Subsidiary at the Effective Time shall be the officers of the Surviving Corporation.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Liberty Corp), Agreement and Plan of Restructuring and Merger (Kellogg Co), Agreement and Plan of Restructuring and Merger (Keebler Foods Co)
Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Law, (i) the directors of Merger Subsidiary at immediately prior to the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company at Merger Subsidiary immediately prior to the Effective Time shall be the officers of the Surviving Corporation.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (CERNER Corp), Agreement and Plan of Merger, Agreement and Plan of Merger (Oracle Corp)
Directors and Officers. From The directors and officers of the Company immediately prior to the Effective Time shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until their successors are shall have been duly elected or appointed and qualified in accordance with Applicable Lawapplicable Law or until their earlier death, (i) the directors of Merger Subsidiary at the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company at the Effective Time shall be the officers of resignation or removal in accordance with the Surviving Corporation’s Certificate of Incorporation and Bylaws.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Synergy CHC Corp.), Agreement and Plan of Merger (Mount Knowledge Holdings, Inc.), Agreement and Plan of Merger (Oro Capital Corporation, Inc.)
Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Delaware Law, (i) the directors of Merger Subsidiary at the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Sears Hometown & Outlet Stores, Inc.), Agreement and Plan of Merger (Roche Holding LTD), Agreement and Plan of Merger (Foundation Medicine, Inc.)
Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Law, (i) the directors of Merger Subsidiary at the Effective Time shall be the directors of the Surviving Corporation Corporation, and (ii) the officers of the Company Merger Subsidiary at the Effective Time shall be the officers of the Surviving Corporation.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Callidus Software Inc), Agreement and Plan of Merger (Formfactor Inc), Agreement and Plan of Merger (Formfactor Inc)
Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Delaware Law, (ia) the directors of Merger Subsidiary at the Effective Time shall be the directors of the Surviving Corporation and (iib) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (RP Management, LLC), Agreement and Plan of Merger (Ramius Value & Opportunity LLC), Agreement and Plan of Merger (Cypress Bioscience Inc)
Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with the bylaws and Applicable Law, (i) the directors of Merger Subsidiary at the Effective Time shall be the directors of the Surviving Corporation Entity and (ii) the officers of the Company Merger Subsidiary at the Effective Time shall be the officers of the Surviving CorporationEntity.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Dover Motorsports Inc), Agreement and Plan of Merger (Dover Downs Gaming & Entertainment Inc), Agreement and Plan of Merger (Pepsico Inc)
Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable law, (ia) the directors of Merger Subsidiary Co. at the Effective Time shall be the directors of the Surviving Corporation Corporation, and (iib) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Itc Deltacom Inc), Agreement and Plan of Merger (Itc Deltacom Inc), Agreement and Plan of Merger (Ibp Inc)
Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable law, (i) the directors and officers of Merger Subsidiary at the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Phar Mor Inc), Agreement and Plan of Merger (Pharmhouse Corp), Agreement and Plan of Merger (Pharmhouse Corp)
Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Law, (ia) the directors of Merger Subsidiary Sub at the Effective Time shall be the directors of the Surviving Corporation and (iib) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (AssetMark Financial Holdings, Inc.), Agreement and Plan of Merger (Chase Corp), Agreement and Plan of Merger (Chase Corp)
Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Law, or until their earlier death, resignation or removal in accordance with the Organizational Documents of the Surviving Corporation, (i) the directors of Merger Subsidiary at Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company at immediately prior to the Effective Time shall be the officers of the Surviving Corporation.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Medicines Co /De), Agreement and Plan of Merger (Goldfield Corp), Agreement and Plan of Merger (Goldfield Corp)
Directors and Officers. From and after the Effective Time, Time (until successors are duly elected or appointed and qualified in accordance with Applicable Lawqualified), (ia) the Acquiror's directors of Merger Subsidiary at the Effective Time shall be the Surviving Corporation's directors of the Surviving Corporation and (iib) the Company's officers of the Company at immediately prior to the Effective Time shall be the officers of the Surviving Corporation.'s officers
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Koll Donald M), Agreement and Plan of Merger (Blum Capital Partners Lp), Agreement and Plan of Merger (Koll Donald M)
Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Law, (i) the directors of Merger Subsidiary Sub at the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company Merger Sub at the Effective Time shall be the officers of the Surviving Corporation.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Goodrich Petroleum Corp), Agreement and Plan of Merger (ProFrac Holding Corp.), Agreement and Plan of Merger (FTS International, Inc.)
Directors and Officers. (a) From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Law, (i) the directors of Merger Subsidiary at the Effective Time shall be the directors of the Surviving Corporation and (ii) except as determined by Parent or Merger Subsidiary prior to the Effective Time, the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Victor Technologies Group, Inc.), Agreement and Plan of Merger (Colfax CORP), Agreement and Plan of Merger (Razor Holdco Inc.)
Directors and Officers. From and after the Effective Time, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable law, (i) the directors of Merger Subsidiary at the Effective Time Surviving Corporation shall be those persons who were the directors of the Surviving Corporation Merger Sub immediately prior to the Effective Time, and (ii) the officers of the Company at the Effective Time Surviving Corporation shall be those persons who were the officers of the Surviving CorporationMerger Sub immediately prior to the Effective Time.
Appears in 4 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (DARA BioSciences, Inc.), Agreement and Plan of Merger (Transcend Services Inc)
Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable law, (i) the directors of Merger Subsidiary Parent at the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company Parent at the Effective Time shall be the officers of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Cn Bancorp Inc), Agreement and Plan of Merger (Mercantile Bankshares Corp), Agreement and Plan of Merger (Monroe James Bancorp Inc)
Directors and Officers. From and after the Effective Time, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified in accordance with Applicable applicable Law, (ia) the directors of Merger Subsidiary Buyer at the Effective Time shall be the directors of the Surviving Corporation Corporation, and (iib) the officers of the Company Buyer at the Effective Time shall be the officers of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Sprint Corp), Agreement and Plan of Merger (Us Unwired Inc), Agreement and Plan of Merger (Sprint Corp)
Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable law, (ia) the directors of Merger Subsidiary at the Effective Time shall be the directors of the Surviving Corporation Corporation, and (iib) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Major Realty Corp), Agreement and Plan of Merger (Compaq Dallas Inc), Agreement and Plan of Merger (Premier Industrial Corp)
Directors and Officers. From and after the Effective Time, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable law, (i) the directors of Merger Subsidiary Buyer at the Effective Time shall be the directors of the Surviving Corporation Corporation, and (ii) the officers of the Company Buyer at the Effective Time shall be the officers of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (General Electric Co), Agreement and Plan of Merger (Pollo Tropical Inc), Agreement and Plan of Merger (National Service Industries Inc)
Directors and Officers. From and after the Effective Time, until successors are duly elected elected, appointed or appointed and qualified otherwise designated in accordance with Applicable applicable Law, (i) the directors of the Merger Subsidiary Sub at the Effective Time shall be the directors of the Surviving Corporation Company, and (ii) the officers of the Company at the Effective Time shall be the officers of the Surviving CorporationCompany, each such initial director and initial officer to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Company as in effect from and after the Effective Time.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Porch Group, Inc.), Agreement and Plan of Merger (Nasdaq, Inc.), Agreement and Plan of Merger (Par Pharmaceutical Companies, Inc.)
Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Law, (ia) the directors of Merger Subsidiary at the Effective Time shall be the directors of the Surviving Corporation and (iib) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Sportsman's Warehouse Holdings, Inc.), Agreement and Plan of Merger (Zep Inc.), Agreement and Plan of Merger (Amc Entertainment Holdings, Inc.)
Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable law, (i) the directors director of Merger Subsidiary Acquisition at the Effective Time shall be the directors sole director of the Surviving Corporation and (ii) the officers of the Company at the Effective Time Surviving Corporation shall be the officers of the Surviving Corporationas set forth on Schedule 2.3 hereto.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Integrated Electrical Services Inc), Agreement and Plan of Merger (Integrated Electrical Services Inc), Agreement and Plan of Merger (Integrated Electrical Services Inc)
Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable law, (i) the directors of Merger Subsidiary Sub at the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Pepsico Inc), Agreement and Plan of Merger (Simpson Industries Inc), Agreement and Plan of Merger (Mascotech Inc)
Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified (or earlier resignation or removal) in accordance with Applicable Lawapplicable law, (ia) the directors of Merger Subsidiary Buyer at the Effective Time shall be the directors of the Surviving Corporation and (iib) the officers of the Company DOCP at the Effective Time shall be the officers of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Norfolk Southern Corp), Agreement and Plan of Merger (CSX Corp), Execution Copy (Delaware Otsego Corp)
Directors and Officers. From and after the Effective Time, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified in accordance with Applicable applicable Law, (ia) the directors of Merger Subsidiary Buyer at the Effective Time shall be the directors of the Surviving Corporation and (iib) the officers of the Company Buyer at the Effective Time shall be the officers of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (iPCS, INC), Agreement and Plan of Merger (Sprint Nextel Corp), Agreement and Plan of Merger (Alamosa Holdings Inc)
Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable the certificate of incorporation and bylaws of the Surviving Corporation and applicable Law, (ia) the directors of Merger Subsidiary Sub at the Effective Time shall will be the directors of the Surviving Corporation and (iib) the officers of the Company Merger Sub at the Effective Time shall will be the officers of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Maravai Lifesciences Holdings, Inc.), Agreement and Plan of Merger (Roper Technologies Inc), Agreement and Plan of Merger (Roper Technologies Inc)
Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable law, (ia) the directors of Merger Subsidiary at the Effective Time shall be the directors of the Surviving Corporation and (iib) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Oscar Acquisition Corp), Agreement and Plan of Merger (Apb Acquisition Corp), Agreement and Plan of Merger (Compaq Boston Inc)
Directors and Officers. From and after the Effective Time, Time (until such time as their successors are duly elected or appointed and qualified in accordance with Applicable Lawqualified), (iA) the Acquiror’s directors of Merger Subsidiary at the Effective Time shall be the Surviving Corporation’s directors of the Surviving Corporation and (iiB) the Company’s officers of the Company at immediately prior to the Effective Time shall be the officers of the Surviving Corporation’s officers.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Trammell Crow Co), Agreement and Plan of Merger (Cbre Holding Inc), Agreement and Plan of Merger (Cb Richard Ellis Group Inc)
Directors and Officers. From and after the Effective Time, until their respective successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable law, (ia) the directors of Merger Subsidiary Sub at the Effective Time shall be the directors of the Surviving Corporation and (iib) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (BNMC Acquisition Co), Agreement and Plan of Merger (Buckley Evan R), Agreement and Plan of Merger (BNC Mortgage Inc)
Directors and Officers. From and after the Effective Time, until their respective successors are duly elected or appointed and qualified in accordance with Applicable Law, (i) the directors of Merger Subsidiary at the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Shire Pharmaceutical Holdings Ireland Ltd.), Agreement and Plan of Merger (NPS Pharmaceuticals Inc), Agreement and Plan of Merger (Aetna Inc /Pa/)
Directors and Officers. (a) From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Law, (i) the directors of Merger Subsidiary at the Effective Time Acquiror shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and (ii) qualified, as the officers case may be, in accordance with the Articles of the Company at the Effective Time shall be the officers Incorporation and By-laws of the Surviving Corporation, the OBCA and this Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Hollywood Entertainment Corp), Agreement and Plan of Merger (Movie Gallery Inc), Agreement and Plan of Merger (Hollywood Entertainment Corp)
Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawthe DGCL and the certificate of incorporation and bylaws of the Surviving Corporation, (ia) the directors of Merger Subsidiary Sub at the Effective Time shall be the directors of the Surviving Corporation Corporation, and (iib) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation.
Appears in 4 contracts
Samples: Merger Agreement (PanAmSat Holding CORP), Merger Agreement (Intelsat LTD), Transaction Agreement (Panamsat Corp /New/)
Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable law, (i) the officers and directors of Merger Subsidiary at the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company Sub at the Effective Time shall be the officers and directors of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Nebco Evans Holding Co), Agreement and Plan of Merger (Ameriserve Food Distribution Inc /De/), Agreement and Plan of Merger (Prosource Inc)
Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable law, (i) the directors of Merger Subsidiary at the Effective Time shall be constitute the directors of the Surviving Corporation Corporation, until the earlier of their resignation or removal, and (ii) the officers of the Company at the Effective Time shall be the officers of the Surviving CorporationCorporation until the earlier of their resignation or removal.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Chart Industries Inc), Agreement and Plan of Merger (Chart Industries Inc), Agreement and Plan of Merger (Varlen Corp)
Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Law, (ia) the directors members of the Board of Directors of Merger Subsidiary Sub at the Effective Time shall be the directors of the Surviving Corporation and (iib) the officers of the Company Merger Sub at the Effective Time shall be the officers of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Pioneer Natural Resources Co), Agreement and Plan of Merger (Exxon Mobil Corp), Agreement and Plan of Merger (Pioneer Natural Resources Co)
Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable applicable Law, (i) the directors of Merger Subsidiary at the Effective Time shall be the directors of the Surviving Corporation Corporation, and (ii) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (National Transaction Network Inc), Agreement and Plan of Merger (Gold Kist Inc), Agreement and Plan of Merger (Golden Poultry Co Inc)
Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Law, (i) the directors of Merger Subsidiary at immediately prior to the Effective Time shall be the directors of the Surviving Corporation Corporation, and (ii) the officers of the Company at Merger Subsidiary immediately prior to the Effective Time shall be the officers of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Agile Software Corp), Agreement and Plan of Merger (Stellent Inc), Agreement and Plan of Merger (Oracle Corp)
Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable law or until their earlier death, resignation or removal in accordance with the Surviving Corporation's certificate of incorporation and bylaws, (i) the directors of Merger Subsidiary Buyer at the Effective Time shall be the directors of the Surviving Corporation Corporation, and (ii) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Enterprise Software Inc), Agreement and Plan of Merger (Knot Inc), Agreement and Plan of Merger (Enterprise Software Inc)
Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Law, (i) the directors of Merger Subsidiary the Company at the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Santander Holdings USA, Inc.), Agreement and Plan of Merger (Santander Consumer USA Holdings Inc.), Agreement and Plan of Merger (Santander Holdings USA, Inc.)
Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Law, (ia) the directors of Merger Subsidiary at the Effective Time shall be the directors of the Surviving Corporation and (iib) the officers of the Company Merger Subsidiary at the Effective Time shall be the officers of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Union Drilling Inc), Agreement and Plan of Merger (Diamond Management & Technology Consultants, Inc.), Agreement and Plan of Merger (PricewaterhouseCoopers LLP)
Directors and Officers. From and after the Effective Time, Time (until successors are duly elected or appointed and qualified in accordance with Applicable Lawqualified), (ia) the Acquiror's directors of Merger Subsidiary at the Effective Time shall be the Surviving Corporation's directors of the Surviving Corporation and (iib) the Company's officers of the Company at immediately prior to the Effective Time shall be the officers of the Surviving Corporation's officers.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Wirta Raymond E), Agreement and Plan of Merger (Koll Donald M), Agreement and Plan of Merger (White W Brett)
Directors and Officers. From Except as set forth in Section 6.09, from and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Law, (ia) the directors of Merger Subsidiary at the Company immediately prior to the Effective Time shall be the directors of the Surviving Corporation and (iib) the officers of the Company at immediately prior to the Effective Time shall be the officers of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sokol David L), Agreement and Plan of Merger (Washington Dennis R), Agreement and Plan of Merger (Atlas Corp.)
Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable law, (i) the directors of Merger Subsidiary at the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company [Merger Subsidiary] at the Effective Time shall be the officers of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (American Greetings Corp), Agreement and Plan of Merger (Gibson Greetings Inc), Agreement and Plan of Merger (Gibson Greetings Inc)
Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable law, (ia) the directors of Merger Subsidiary at the Effective Time shall be the directors of the Surviving Corporation Corporation, and (iib) the officers of the Company Merger Subsidiary at the Effective Time shall be the officers of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Level 3 Communications Inc), Agreement and Plan of Merger (Cable Michigan Inc), Agreement and Plan of Merger (Avalon Cable of Michigan Holdings Inc)
Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Law, (i) the directors of Merger Subsidiary at the Effective Time shall be the directors of the Surviving Corporation Company, and (ii) the officers of the Company at the Effective Time shall be the officers of the Surviving CorporationCompany.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Powerdsine LTD), Agreement and Plan of Merger (Powerdsine LTD), Agreement and Plan of Merger (Microsemi Corp)
Directors and Officers. From and after the Effective Time, until the earlier of their death, resignation or removal or until their respective successors are duly elected or appointed and qualified in accordance with Applicable Law, (ia) the directors of Merger Subsidiary at Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation and (iib) the officers of the Company at Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (DSP Group Inc /De/), Agreement and Plan of Merger (DSP Group Inc /De/), Agreement and Plan of Merger (SYNAPTICS Inc)
Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable law, (ia) the directors of Merger Subsidiary at the Effective Time shall be the directors of the Surviving Corporation Company and (iib) the officers of the Company at the Effective Time shall be the officers of the Surviving CorporationCompany.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Delta Air Lines Inc /De/), Agreement and Plan of Merger (Delta Air Lines Inc /De/), Agreement and Plan of Merger (Asa Holdings Inc)
Directors and Officers. From and after the Effective Time, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified in accordance with Applicable Lawthe bylaws of the Surviving Corporation and applicable law, (i) the directors of Merger Subsidiary at immediately prior to the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company at Merger Subsidiary immediately prior to the Effective Time shall be the officers of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sylvan Inc), Agreement and Plan of Merger (Sylvan Inc), Agreement and Plan of Merger (Sylvan Inc)
Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable Law (or their earlier resignation or removal), (i) the directors and officers of the Merger Subsidiary Sub at the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company at the Effective Time shall be the officers officers, as applicable, of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Advanced Drainage Systems, Inc.), Agreement and Plan of Merger (Ritchie Bros Auctioneers Inc), Agreement and Plan of Merger (Aleris International, Inc.)
Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Law, (ia) the directors of Merger Subsidiary Sub at the Effective Time shall be the directors of the Surviving Corporation and (iib) the officers of the Company Merger Sub at the Effective Time shall be the officers of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Denbury Inc), Agreement and Plan of Merger (Anacor Pharmaceuticals, Inc.), Agreement and Plan of Merger (Ralcorp Holdings Inc /Mo)
Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawthe Delaware Law and the certificate of incorporation and bylaws of the Surviving Corporation, (ia) the directors of Merger Subsidiary at the Effective Time shall be the directors of the Surviving Corporation Corporation, and (iib) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Whittaker Corp), Agreement and Plan of Merger (Meggit PLC), Agreement and Plan of Merger (Whittaker Corp)
Directors and Officers. From and after the Effective Time, until successors are duly elected elected, appointed or appointed and qualified otherwise designated in accordance with Applicable applicable Law, (i) the directors of Merger Subsidiary Sub at the Effective Time shall be the directors of the Surviving Corporation Company, and (ii) the officers of the Company at the Effective Time shall be the officers of the Surviving CorporationCompany, each such initial director and initial officer to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Company as in effect from and after the Effective Time.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sun Life Financial Inc), Agreement and Plan of Merger, Agreement and Plan of Merger (XPO Logistics, Inc.)
Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with the certificate of incorporation and bylaws of the Surviving Corporation and Applicable Law, (i) the directors of Merger Subsidiary at immediately prior to the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company at Merger Subsidiary immediately prior to the Effective Time shall be the officers of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Hudson Holding Corp), Agreement and Plan of Merger (Hudson Holding Corp), Agreement and Plan of Merger (Rodman & Renshaw Capital Group, Inc.)
Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable Laws and the Governing Documents of the Surviving Company, (i) the directors and officers of Merger Subsidiary at the Effective Time Surviving Company shall be the directors of the Surviving Corporation and (ii) the officers of the Company at Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving CorporationTime.
Appears in 3 contracts
Samples: Business Combination Agreement (Newcourt Acquisition Corp), Business Combination Agreement, Business Combination Agreement (Newcourt Acquisition Corp)
Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable Laws, (i) the officers and directors of Merger Subsidiary at the Effective Time shall be the officers and directors of the Surviving Corporation and (ii) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Rogue Wave Software Inc /Or/), Agreement and Plan of Merger (Quovadx Inc), Agreement and Plan of Merger (Carescience Inc)
Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable law, (i) the directors of Merger Subsidiary the Company at the Effective Time shall be the initial directors of the Surviving Corporation and (ii) the officers of the Company at the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected and appointed or qualified.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Hilite Mergeco Inc), Agreement and Plan of Merger (Hilite Industries Inc), Agreement and Plan of Merger (Maher Donald M)
Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable Legal Requirements and the Governing Documents of the Surviving Company, (i) the directors and officers of Merger Subsidiary at the Effective Time Surviving Company shall be the directors of the Surviving Corporation and (ii) the officers of the Company at Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving CorporationTime.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Pagaya Technologies Ltd.), Agreement and Plan of Merger (EJF Acquisition Corp.), Business Combination Agreement (MedTech Acquisition Corp)
Directors and Officers. From and after the Effective Time, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified in accordance with Applicable applicable Law, (ia) the directors members of the board of managers of Merger Subsidiary at Sub immediately prior to the Effective Time shall be the directors members of the Board of Directors of the Surviving Corporation Corporation, and (iib) the officers of the Company at immediately prior to the Effective Time shall be the officers of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Micro Therapeutics Inc), Agreement and Plan of Merger (Ev3 Inc.), Agreement and Plan of Merger (Micro Investment LLC)
Directors and Officers. From and after the Effective Time, until their respective successors are duly elected or appointed and qualified in accordance with Applicable applicable Law, (ia) the directors of Merger Subsidiary the Purchaser at the Effective Time shall be the directors of the Surviving Corporation and (iib) the officers of the Company ASARCO at the Effective Time shall be the officers of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Asarco Inc), Agreement and Plan of Merger (Grupo Mexico Sa De Cv /Fi)
Directors and Officers. From At and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable law or until their earlier death, (i) resignation or removal in accordance with the Surviving Corporation's Articles of Incorporation and Bylaws, the directors and officers of Merger Subsidiary Purchaser at the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vallen Corp), Agreement and Plan of Merger (Shield Acquisition Corp/Ga)
Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable law, (ia) the directors of Merger Subsidiary at the Effective Time shall be the directors of the Surviving Corporation shall be as provided for in Section 2.01 of the Stockholders' Agreement, and (iib) the officers of the Company Acquiror at the Effective Time shall be the officers of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bristol Hotel Co), Agreement and Plan of Merger (Holiday Corp)
Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Law, Time (i) the directors of Merger Subsidiary Sub at the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation, in each case until their respective successors are 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 (Timberland Co), Agreement and Plan of Merger (V F Corp)
Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Law, (i) the directors of Merger Subsidiary Sub at the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company at the Effective Time (other than those who Parent determines shall not remain as officers of the Surviving Corporation) shall be the officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified in accordance with applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kerzner International LTD), Agreement and Plan of Merger (Laureate Education, Inc.)
Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Law, (i) the directors of Merger Subsidiary at the Effective Time shall be the directors of the Surviving Corporation Company and (ii) the officers of the Company at the Effective Time shall be the officers of the Surviving CorporationCompany, in each case, except as otherwise determined by Parent prior to the Effective Time, and until their respective successors are duly elected or appointed and qualified or until the earlier of their death, resignation or removal in accordance with the memorandum and articles of association of the Surviving Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Shanda Interactive Entertainment LTD), Agreement and Plan of Merger (Ku6 Media Co., LTD)
Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable law, (i) the directors of Merger Subsidiary the Company at the Effective Time shall be the directors of the Surviving Corporation Corporation, and (ii) the officers of the Company at the Effective Time shall be continue as the officers of the Surviving CorporationCorporation in each ease until their respective successors are duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Degeorge Financial Corp), Agreement and Plan of Merger (Degeorge Peter R)
Directors and Officers. From and after the Effective Time, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified in accordance with Applicable Law, (ia) the directors of Merger Subsidiary at immediately prior to the Effective Time shall be the directors of the Surviving Corporation and (iib) the officers of the Company at Merger Subsidiary immediately prior to the Effective Time shall be the officers of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Citizens Communications Co), Agreement and Plan of Merger (Commonwealth Telephone Enterprises Inc /New/)
Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified qualified, or upon their earlier resignation or removal, in accordance with Applicable LawLaw and the Organic Documents of the Surviving Corporation, (ia) the directors of Merger Mergeparty Subsidiary at the Effective Time shall be the directors of the Surviving Corporation Corporation, and (iib) the officers of the Company American at the Effective Time shall be the officers of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CBS Corp), Agreement and Plan of Merger (American Radio Systems Corp /Ma/)
Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Law, (i) subject to Section 6.07, the directors of Parent (or, in the event of a Subsidiary Merger Election, the directors of Merger Subsidiary Subsidiary) at the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of Parent (or, in the Company event of a Subsidiary Merger Election, the officers of Merger Subsidiary) at the Effective Time shall be the officers of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rehabcare Group Inc), Agreement and Plan of Merger (Kindred Healthcare, Inc)
Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable law, (i) the directors of Merger Subsidiary Sub at the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company Merger Sub at the Effective Time shall be the officers of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mercury Interactive Corp), Agreement and Plan of Merger (Netro Corp)
Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable law, (i) the directors and officers of Merger Subsidiary Purchaser at the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sygnet Wireless Inc), Agreement and Plan of Merger (Dobson Communications Corp)
Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable law, (i) the directors of Merger Subsidiary at the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company Merger Subsidiary at the Effective Time shall be the officers of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Brunswick Technologies Inc), Agreement and Plan of Merger (Compagnie De Saint Gobain)
Directors and Officers. From and after the Effective Time, until successors are except as otherwise duly elected or appointed and qualified in accordance with Applicable Law, (i) the directors of Merger Subsidiary at immediately prior to the Effective Time shall be the directors of the Surviving Corporation Corporation, and (ii) the officers of the Company at Merger Subsidiary immediately prior to the Effective Time shall be the officers of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Oracle Corp), Agreement and Plan of Merger (Hyperion Solutions Corp)
Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable law, (i) the directors and officers of Merger Subsidiary Sub at the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company at the Effective Time shall be the officers officers, respectively, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Apollo Education Group Inc), Agreement and Plan of Merger (Apollo Group Inc)
Directors and Officers. From and after the Effective Time, until successors are duly elected elected, appointed or appointed and qualified otherwise designated in accordance with Applicable applicable Law, (ia) the directors of the Merger Subsidiary Sub at the Effective Time shall be the directors of the Surviving Corporation Company, and (iib) except as determined by the Parent prior to the Effective Time, the officers of the Company Merger Sub at the Effective Time shall be the officers of the Surviving CorporationCompany, each such initial director and initial officer to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Company as in effect from and after the Effective Time.
Appears in 2 contracts
Samples: Transaction Agreement (Fortive Corp), Transaction Agreement
Directors and Officers. (a) From and after the Effective Time, Time (until successors are duly elected or appointed and qualified in accordance with Applicable Lawqualified), (i) the Acquiror's directors of Merger Subsidiary at the Effective Time shall be the Surviving Corporation's directors of the Surviving Corporation and (ii) the officers of the Company at Acquiror immediately prior to the Effective Time shall be the officers of the Surviving Corporation's officers.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Quorum Health Group Inc), Agreement and Plan of Merger (Triad Hospitals Holdings Inc)
Directors and Officers. (a) From and after the Effective Time, until their respective successors are duly elected or appointed and qualified in accordance with Applicable Law, applicable Legal Requirements and the Surviving Corporation’s Organizational Documents: (i) the directors of Merger Subsidiary at Acquisition Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation Corporation; and (ii) the officers of the Company at Acquisition Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Advanced Micro Devices Inc), Agreement and Plan of Merger (Xilinx Inc)
Directors and Officers. From and after the Effective Time, until their respective death, resignation or removal or until their successors are duly elected or appointed and qualified in accordance with Applicable LawLaw and the governing documents of the Surviving Corporation, the parties shall cause (ia) the directors of Merger Subsidiary Sub at the Effective Time shall be the directors of the Surviving Corporation and (iib) the officers of the Company Merger Sub at the Effective Time shall be the officers of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sovos Brands, Inc.), Agreement and Plan of Merger (Campbell Soup Co)
Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable law, (ia) the directors of Merger Subsidiary Sub at the Effective Time shall be constitute the directors of the Surviving Corporation Corporation, and (iib) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Monsanto Co /New/), Agreement and Plan of Merger (Delta & Pine Land Co)
Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Law, (i) the directors of Merger Subsidiary Sub at the Effective Time shall be the directors of the Surviving Corporation Corporation, and (ii) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified in accordance with applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sovereign Specialty Chemicals Inc), Agreement and Plan of Merger (Lubrizol Corp)
Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable law and the Certificate of Incorporation and Bylaws of the Surviving Corporation (or until their earlier resignation or removal), (i) the directors of Merger Subsidiary at the Effective Time shall be the directors of the Surviving Corporation and (ii) and, except as may be specified by Parent pursuant to Schedule 3.3, the officers of the Company Merger Subsidiary at the Effective Time shall be the officers of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Riverstone Networks Inc), Agreement and Plan of Merger (Incyte Genomics Inc)
Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable law, (i) the directors of Merger Subsidiary the Company at the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Publicis Groupe Sa), Agreement and Plan of Merger (Bcom3 Group Inc)
Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable law, (ia) the directors of Merger Subsidiary at the Effective Time shall be the directors of the Surviving Corporation Corporation, and (iib) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation., except for the Chief Executive Officer, who from and after the Effective Time shall be the Chief Executive Officer of the Merger Subsidiary
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Plastic Specialties & Technologies Inc), Agreement and Plan of Merger (Puretec Corp)
Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable law, (i) the directors of Merger Subsidiary MergerSub at the Effective Time shall be the directors of the Surviving Corporation Corporation, and (ii) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (V F Corp), Agreement and Plan of Merger (Vans Inc)
Directors and Officers. From At and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable law or until their earlier death, (i) resignation or removal in accordance with the Surviving Corporation's Articles of Incorporation and Bylaws, the directors and officers of Merger Subsidiary Sub at the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Physician Reliance Network Inc), Agreement and Plan of Merger (American Oncology Resources Inc /De/)
Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable applicable Law, (i) the directors of Merger Subsidiary at Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company at immediately prior to the Effective Time shall be the officers of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cdi Corp), Agreement and Plan of Merger (Daegis Inc.)
Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable law, (ia) the directors of Merger Subsidiary Buyer at the Effective Time shall be the directors of the Surviving Corporation Corporation, and (iib) the officers of the Company (including the chief executive officer) at the Effective Time shall be the officers of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Decrane Aircraft Holdings Inc), Agreement and Plan of Merger (Decrane Acquisition Co)
Directors and Officers. From and after the Effective Time, until successors are except as otherwise duly elected or appointed and qualified in accordance with Applicable Law, (i) the directors of Merger Subsidiary at immediately prior to the Effective Time shall be the directors of the Surviving Corporation Corporation, and (ii) the officers of the Company at Merger Subsidiary immediately prior to the Effective Time shall be the officers of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Packeteer Inc), Agreement and Plan of Merger (Blue Coat Systems Inc)
Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable law, (i) the officers and directors of the Company shall resign, (ii) the directors of Merger Subsidiary at the Effective Time shall be the directors of the Surviving Corporation Corporation, and (iiiii) the officers of the Company Merger Subsidiary at the Effective Time shall be the officers of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Universal Compression Inc), Agreement and Plan of Merger (Universal Compression Inc)
Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Lawapplicable law, (i) the directors of Merger Subsidiary at the Effective Time shall be the directors of the Surviving Corporation Corporation, and (ii) the officers of the Company Merger Subsidiary at the Effective Time shall be the officers of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (United Park City Mines Co), Agreement and Plan of Merger (Assisted Living Concepts Inc)
