Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall be the initial 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 5 contracts
Samples: Agreement and Plan of Merger And (Chippac Inc), Agreement and Plan of Merger (Temasek Holdings LTD), Agreement and Plan of Merger And (Chippac Inc)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified or until the their earlier of their death, resignation or removal.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Checkfree Corp \Ga\), Agreement and Plan of Merger (Bio Logic Systems Corp), Agreement and Plan of Merger (Carreker Corp)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Byby-laws of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time individuals listed on Schedule 2.06 shall be the initial 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 5 contracts
Samples: Agreement and Plan of Merger (Brands Holdings LTD), Agreement and Plan of Merger (Everlast Worldwide Inc), Agreement and Plan of Merger (Horowitz Seth)
Directors and Officers. The directors of Merger Sub immediately prior to At the Effective Time shall be Time, the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation. Each director and officer of the Surviving Corporation shall hold office in accordance with the Articles of Incorporation and Bylaws of the Surviving Corporation until his or her death, in each case until their respective successors are resignation or removal or a successor is duly elected or appointed and qualified or until the earlier of their death, resignation or removalqualified.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Career Education Corp), Agreement and Plan of Merger (Career Education Corp), Agreement and Plan of Merger (Whitman Education Group Inc)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws the Bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation, 's Certificate of Incorporation and the Bylaws. The officers of Merger Sub the Company immediately prior to the Effective Time shall be the initial 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 5 contracts
Samples: Agreement and Plan of Merger (Webmethods Inc), Agreement and Plan of Merger (Webmethods Inc), Agreement and Plan of Merger (Mapquest Com Inc)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and By-laws of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall be the initial 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 4 contracts
Samples: Agreement and Plan of Merger and Reorganization (Stantec Inc), Agreement and Plan of Merger and Reorganization (Keith Companies Inc), Agreement and Plan of Merger (Zila Inc)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws Bylaws of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall be the initial 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 4 contracts
Samples: Agreement and Plan of Merger (Geo Group Inc), Agreement and Plan of Merger (Correctional Services Corp), Agreement and Plan of Merger (Boca Resorts Inc)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and By-laws bylaws of the Surviving Corporation, and the officers of Merger Sub the Company 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, 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 4 contracts
Samples: Agreement and Plan of Merger (Aeroflex Inc), Agreement and Plan of Merger (Aeroflex Inc), Agreement and Plan of Merger (Aeroflex Inc)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, Corporation and the officers of Merger Sub the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case to hold office in accordance with the certificate of incorporation and by-laws of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified or until qualified. ARTICLE 2 Effect of the earlier Merger on Securities of their death, resignation or removal.the Company and Merger Sub; Recapitalization 2.1
Appears in 4 contracts
Samples: Agreement and Plan of Merger Agreement and Plan of Merger (Allmerica Financial Corp), Agreement and Plan of Merger Agreement and Plan of Merger (Allmerica Financial Corp), Agreement and Plan of Merger Agreement and Plan of Merger (Allmerica Financial Corp)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and By-laws Code of Regulations of the Surviving Corporation, and the officers of Merger Sub the Company immediately prior to the Effective Time shall be the initial 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 removalqualified.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Medplus Inc /Oh/), Agreement and Plan of Merger (Medplus Inc /Oh/), Agreement and Plan of Merger (Medplus Inc /Oh/)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws Laws of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall be the initial 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 removalqualified.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Autonomous Technologies Corp), Agreement and Plan of Merger (Renaissance Worldwide Inc), Agreement and Plan of Merger (Summit Technology Inc)
Directors and Officers. The At the Effective Time, the directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws Organizational Documents of the Surviving Corporation. At the Effective Time, and the officers of Merger Sub the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in each case until their respective successors are duly elected or appointed and qualified or until accordance with the earlier Organizational Documents of their death, resignation or removalthe Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Comsys It Partners Inc), Agreement and Plan of Merger (Manpower Inc /Wi/), Agreement and Plan of Merger (Manpower Inc /Wi/)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and By-laws Laws of the Surviving Corporation, and the officers of Merger Sub the Company immediately prior to the Effective Time shall be the initial 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 removalqualified.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Ariba Inc), Agreement and Plan of Merger (Dycom Industries Inc), Agreement and Plan of Merger (Cray Research Inc)
Directors and Officers. The directors of Merger Sub ---------------------- immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of Merger Sub the Company immediately prior to the Effective Time shall be the initial 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 removalqualified.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Central Garden & Pet Company), Agreement and Plan of Merger (Unc Inc), Agreement and Plan of Reorganization (Pennington Brooks Iii)
Directors and Officers. The board of directors of Merger Sub immediately prior to the Effective Time shall be the initial board of directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of Merger Sub the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified or until the their earlier of their death, resignation or removalremoval in accordance with the certificate of incorporation and by-laws of the Surviving Corporation, and the Company shall, prior to the Closing, take all steps necessary to implement the foregoing.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Comprehensive Care Corp), Agreement and Plan of Merger (At&t Inc.), Agreement and Plan of Merger (Centennial Communications Corp /De)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving CorporationCorporation and, and except as determined by Parent or Merger Sub prior to the Effective Time, the officers of Merger Sub the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified or until the their earlier of their death, resignation or removal.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (McAfee, Inc.), Agreement and Plan of Merger (Intel Corp)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws Bylaws of the Surviving Corporation, and the officers of the Merger Sub immediately prior to the Effective Time shall be the initial 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 removalqualified.
Appears in 3 contracts
Samples: Escrow Agreement (Mgi Pharma Inc), Agreement and Plan of Merger and Reorganization (Cytyc Corp), Agreement and Plan of Merger (Mgi Pharma Inc)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and By-laws Bylaws of the Surviving Corporation, and the officers of Merger Sub the Company immediately prior to the Effective Time shall be the initial 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 removalqualified.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Trintech Group PLC), Agreement and Plan of Merger (Allis Chalmers Corp), Agreement and Plan of Merger (Amp Inc)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and By-laws the Bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Articles of Incorporation and Bylaws of the Surviving Corporation, and the . The officers of Merger Sub immediately prior to the Effective Time shall be the initial 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 3 contracts
Samples: Agreement and Plan of Merger (Sourcefire Inc), Agreement and Plan of Merger (Webmethods Inc), Agreement and Plan of Merger (Si International Inc)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws Bylaws of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall be the initial 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 removalqualified.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Conductus Inc), Exhibit 1 (Agile Software Corp), Agreement and Plan of Merger (Superconductor Technologies Inc)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and By-laws bylaws of the Surviving Corporation, ; and the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified or until in accordance with the earlier certificate of their death, resignation or removalincorporation and bylaws of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (King Pharmaceuticals Inc), Agreement and Plan of Merger (King Pharmaceuticals Inc), Agreement and Plan of Merger (Medco Research Inc)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial serve as directors of the Surviving Corporation, each to hold office Corporation following the Effective Time in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, Corporation and the DGCL. The officers of Merger Sub immediately prior to the Effective Time shall be serve in such capacities at the initial officers pleasure of the Board of Directors of the Surviving Corporation, Corporation following the Effective Time in each case until their respective successors are duly elected or appointed accordance with the Certificate of Incorporation and qualified or until By-Laws of the earlier of their death, resignation or removalSurviving Corporation and the DGCL.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Summe Richard D), Agreement and Plan of Merger (Pegasus Communications Corp), Agreement and Plan of Merger (Weber Donald W)
Directors and Officers. The Subject to applicable law, the directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to Corporation and shall hold office in accordance with the Certificate of Incorporation until their respective successors are duly elected and By-laws qualified, or their earlier death, resignation or removal. The officers of the Surviving Corporation, and the officers of Merger Sub Company immediately prior to the Effective Time Closing Date shall be the initial officers of the Surviving Corporation, in each case Corporation and shall hold office until their respective successors are duly elected and qualified, or appointed and qualified or until the their earlier of their death, resignation or removal.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Capital Bank Financial Corp.), Agreement and Plan of Merger (Capital Bank Financial Corp.), Agreement and Plan of Merger (Southern Community Financial Corp)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation Surviving Corporation Charter and By-laws the bylaws of the Surviving Corporation, and the until their respective successors are duly elected and qualified or until their earlier death, disability, resignation or removal. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified or until the their earlier of their death, disability, resignation or removal.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (REVA Medical, Inc.), Agreement and Plan of Merger and Reorganization (Cytyc Corp), Agreement and Plan of Merger (Cytyc Corp)
Directors and Officers. The directors of Merger Sub Co immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws Bylaws of the Surviving Corporation, and the officers of Merger Sub the Company 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, 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 3 contracts
Samples: Agreement and Plan of Merger (Ss&c Technologies Inc), Agreement and Plan of Merger (Open Solutions Inc), Agreement and Plan of Merger (Stone William C)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and By-laws Bylaws of the Surviving Corporation, and the . The officers of Merger Sub immediately prior to the Surviving Corporation at and after the Effective Time shall be the initial officers of the Company, each to hold office in accordance with the Bylaws of the Surviving Corporation. The Company shall use reasonable best efforts to cause each director of the Company to tender such director's resignation prior to the Effective Time, in each case until their respective successors are duly elected or appointed and qualified or until such resignation to be effective as of the earlier of their death, resignation or removalEffective Time.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Constellation Brands Inc), Agreement and Plan of Merger (Canandaigua B V), Agreement and Plan of Merger (Ravenswood Winery Inc)
Directors and Officers. (a) The directors of Merger Sub immediately prior to the Effective Time shall be appointed as the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of Merger Sub Corporation immediately prior to following the Effective Time shall be Time, until the initial officers earlier of the Surviving Corporation, in each case their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. The Company shall request each director of the Company immediately prior to the Effective Time to execute and deliver a letter effectuating his or appointed and qualified or until her resignation as a member of the earlier of their death, resignation or removalCompany Board.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Kinnate Biopharma Inc.), Agreement and Plan of Merger (XOMA Corp), Agreement and Plan of Merger (Theseus Pharmaceuticals, Inc.)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws the bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation, ’s Certificate of Incorporation and the bylaws. The officers of Merger Sub immediately prior to the Effective Time shall be the initial 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 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Google Inc.), Agreement and Plan of Merger (Google Inc.)
Directors and Officers. The From and after the Effective Time, the directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and By-laws bylaws of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall be the . The initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified or until Corporation shall be the earlier of their death, resignation or removalofficers designated by Parent prior to the Effective Time.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sprint Nextel Corp), Agreement and Plan of Merger (Sprint Nextel Corp), Agreement and Plan of Merger (Virgin Mobile USA, Inc.)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws ByLaws of the Surviving Corporation, and the officers of Merger Sub the Company immediately prior to the Effective Time shall be the initial 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 removalqualified.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Tyco International LTD /Ber/), Agreement and Plan of Merger (Lci International Inc /Va/), Agreement and Plan of Merger (Standard Funding Corp)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with Corporation until the Certificate next annual meeting of Incorporation and By-laws stockholders of the Surviving CorporationCorporation (or their earlier resignation or removal) and until their respective successors are duly elected and qualified, and as the case may be. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are have been duly elected or appointed and qualified or until the their earlier of their death, resignation or removalremoval in accordance with the Surviving Corporation’s certificate of incorporation and bylaws.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Warp Technology Holdings Inc), Agreement and Plan of Merger (Unify Corp), Agreement and Plan of Merger (Warp Technology Holdings Inc)
Directors and Officers. The Unless otherwise determined by Parent prior to the Effective Time, the directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold the office of a director of the Surviving Corporation in accordance with the provisions of Delaware Law and the Certificate of Incorporation and Bylaws of the Surviving Corporation until their successors are duly elected and qualified. The officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, each to hold office in accordance with the Certificate provisions of Incorporation and By-laws the Bylaws of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall be the initial 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 3 contracts
Samples: Agreement and Plan of Reorganization (Ibeam Broadcasting Corp), Agreement and Plan of Merger (Cypress Semiconductor Corp /De/), Agreement and Plan of Reorganization (Tibco Software Inc)
Directors and Officers. (a) The directors of Merger Sub I immediately prior to the First Effective Time shall be the initial directors of the First Step Surviving CorporationCorporation immediately after the First Effective Time, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and By-laws bylaws of the First Step Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case Corporation until their respective successors are duly elected or appointed and qualified or until the their earlier of their death, resignation or removalremoval in accordance with the certificate of incorporation and bylaws of the First Step Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Telix Pharmaceuticals LTD), Agreement and Plan of Merger (Telix Pharmaceuticals LTD), Agreement and Plan of Merger (QSAM Biosciences, Inc.)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to Corporation and shall hold office in accordance with the Certificate of Incorporation until their respective successors are duly elected and By-laws qualified, or their earlier death, resignation or removal. The officers of the Surviving Corporation, and the officers of Merger Sub Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified or to hold office until the earlier of their death, resignation or removal.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Xo Holdings Inc), Agreement and Plan of Merger (Icahn Carl C)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office as of and after the Effective Time and until their successors are duly appointed or elected in accordance with the Certificate of Incorporation and By-laws of the Surviving CorporationNevada or until their earlier death, and the resignation or removal. The officers of Merger Sub the Company immediately prior to the Effective Time shall be continue as the initial officers of the Surviving Corporation, in each case Corporation as of and after the Effective Time until such time as their respective successors are shall be duly elected or appointed and qualified in accordance with the laws of Nevada or until the their earlier of their death, resignation or removal.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Citadel Broadcasting Co), Agreement and Plan of Merger (Citadel Broadcasting Corp)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial only directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation until his or her successor is duly elected or appointed and By-laws qualified or until his or her earlier death, resignation or removal. The officers of the Surviving Corporation, and the officers of Merger Sub Company immediately prior to the Effective Time shall be the initial officers of the Surviving CorporationCorporation at the Effective Time, in each case until their respective successors are duly elected or appointed and qualified or to hold office until the earlier of his or her resignation, removal or death and the due election and qualification of their death, resignation or removalsuccessors.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Brigham Exploration Co), Agreement and Plan of Merger (Statoil Asa)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and By-laws bylaws of the Surviving Corporation, and and, except as determined by Parent or Merger Sub prior to the Effective Time, the officers of Merger Sub the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified or until the their earlier of their death, resignation or removal.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Anaplan, Inc.), Agreement and Plan of Merger (Boingo Wireless, Inc.)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Surviving Corporation Certificate of Incorporation and the Surviving Corporation By-laws of the Surviving Corporationlaws, and the officers of Merger Sub the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified or until the their earlier of their death, resignation or removal; provided that, on the Effective Time, Xxxx will be elected President of the Surviving Corporation, as more particularly set forth in his Employment Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Navarre Corp /Mn/), Agreement and Plan of Merger (Navarre Corp /Mn/)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws Bylaws of the Surviving Corporation, and the officers of the Merger Sub immediately prior to the Effective Time shall be the initial 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 removalqualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (ARGON ST, Inc.), Agreement and Plan of Merger (Ods Networks Inc)
Directors and Officers. The directors of Merger Sub Subsidiary immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of Merger Sub the Company immediately prior to the Effective Time shall be the initial 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 removaland/or additional persons are selected.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Computer Access Technology Corp), Agreement and Plan of Merger (Lecroy Corp)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and By-laws bylaws of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified or until the their earlier of their death, resignation or removal.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Esperion Therapeutics Inc/Mi), Agreement and Plan of Merger (Pfizer Inc)
Directors and Officers. The At the Effective Time, the directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each such director to hold office in accordance with the Certificate DGCL, the certificate of Incorporation incorporation and By-laws bylaws of the Surviving Corporation, and the officers of Merger Sub the Company immediately prior to the Effective Time shall shall, subject to the applicable provisions of the certificate of incorporation and bylaws of the Surviving Corporation, be the initial 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 And (Bunge LTD), Agreement and Plan of Merger And (Corn Products International Inc)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation Organization and By-laws Laws of the Surviving Corporation, and the officers of Merger Sub the Company immediately prior to the Effective Time shall be the initial 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 removalqualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Parexel International Corp), Agreement and Plan of Merger (Covance Inc)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation charter and By-laws bylaws of the Surviving Corporation, and the officers of Merger Sub the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the bylaws 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 removalqualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Harte Hanks Communications Inc), Agreement and Plan of Merger (Dimark Inc)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and By-laws the bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate or incorporation and bylaws. Unless otherwise determined by Parent prior to the Effective Time, and the officers of Merger Sub immediately prior to the Effective Time shall be the initial 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 (AOL Inc.), Agreement and Plan of Merger (AOL Inc.)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to Corporation and shall hold office in accordance with the Certificate of Incorporation until their respective successors and By-laws assigns are duly elected and qualified, or their earlier death, resignation or removal. The officers of the Surviving Corporation, and the officers of Merger Sub Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified or to hold office until the earlier of their death, resignation or removal.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Primedia Inc), Agreement and Plan of Merger (Del Monte Foods Co)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be become at the initial Effective Time the directors of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and By-laws of the Surviving Corporation, and the . The officers of Merger Sub the Company immediately prior to the Effective Time shall at the Effective Time be the initial officers of the Surviving Corporation, each to hold office in each case until their respective successors are duly elected or appointed accordance with the Articles of Incorporation and qualified or until By-laws of the earlier of their death, resignation or removalSurviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Wausau Paper Mills Co), Agreement and Plan of Merger (Mosinee Paper Corp)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Byby-laws of the Surviving Corporation. At the Effective Time, and the officers of the Surviving Corporation shall be the officers of Merger Sub immediately prior to the Effective Time shall Time, together with any additional officers as may be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected agreed upon prior thereto by Parent and KeySpan or as may be appointed and qualified or until the earlier of their death, resignation or removalthereafter.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (National Grid PLC), Agreement and Plan of Merger (Keyspan Corp)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of Merger Sub Corporation immediately prior to following the Effective Time shall be the initial officers of the Surviving CorporationTime, in each case until their respective successors are duly elected or appointed and qualified or until the their earlier of their death, resignation or removalremoval in accordance with the certificate of incorporation and by-laws of the Surviving Corporation. The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation immediately following the Effective Time until their respective successors are duly appointed and qualified or their earlier death, resignation or removal in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Aci Worldwide, Inc.), Agreement and Plan of Merger (Official Payments Holdings, Inc.)
Directors and Officers. (a) The directors of Merger Sub immediately prior to the Effective Time shall be elected as the initial directors of the Surviving CorporationCompany, each to hold office in accordance with the Certificate of Incorporation charter and By-laws bylaws of the Surviving Corporation, and the Company. The officers of Merger Sub immediately prior to the Effective Time shall be elected as the initial officers of the Surviving CorporationCompany, each to hold office in each case until their respective successors are duly elected or appointed accordance with the charter and qualified or until bylaws of the earlier of their death, resignation or removalSurviving Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Talbots Inc), Agreement and Plan of Merger (BPW Acquisition Corp.)
Directors and Officers. The directors of Merger Sub and the officers of the Company immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall be the initial 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 (Alliance Data Systems Corp), Agreement and Plan of Merger (Sabre Holdings Corp)
Directors and Officers. The At the Effective Time, and without any further action on the part of the Company or Merger Sub, the directors of Merger Sub immediately prior to the Effective Time shall be and become the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and By-laws bylaws of the Surviving Corporation, and the . The officers of Merger Sub the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified or to hold office until the earlier of their death, resignation or removal.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ace Comm Corp), Agreement and Plan of Merger (Ace Comm Corp)
Directors and Officers. (a) The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving CorporationCorporation immediately after the Effective Time, each to hold office in accordance with the Certificate provisions of Incorporation the DGCL and By-laws the certificate of incorporation and bylaws of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case Corporation until their respective successors are duly elected or appointed and qualified or until the earlier of their death, resignation or removalqualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Juno Therapeutics, Inc.)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and By-laws the bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylaws. Unless otherwise determined by FNB prior to the Effective Time, and the officers of Merger Sub immediately prior to the Effective Time shall be the initial 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 (Bank of Granite Corp), Agreement and Plan of Merger (FNB United Corp.)
Directors and Officers. The At the Effective Time, the directors of the Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and By-laws Laws of the Surviving Corporation. At the Effective Time, and the officers of the Merger Sub immediately prior to the Effective Time shall be the initial 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 removalappointed.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Marshall & Ilsley Corp/Wi/), Agreement and Plan of Merger (First Indiana Corp)
Directors and Officers. The At the Effective Time, the directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each such director to hold office in accordance with the DGCL, the Certificate of Incorporation and By-laws Laws of the Surviving Corporation, and the officers of Merger Sub the Company immediately prior to the Effective Time shall shall, subject to the applicable provisions of the Certificate of Incorporation and By-Laws of the Surviving Corporation, be the initial 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 removalqualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Unilab Corp /De/), Agreement and Plan of Merger (Quest Diagnostics Inc)
Directors and Officers. The directors of Merger Sub ---------------------- immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and By-laws Laws of the Surviving Corporation, and the officers of Merger Sub the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed appointed, as the case may be, and qualified or until the earlier of their death, resignation or removalqualified.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Medarex Inc), Agreement and Plan of Reorganization (Medarex Inc)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws ByLaws of the Surviving Corporation, and the officers of Merger Sub immediately prior to 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 or appointed and qualified or until the earlier of their death, resignation or removalqualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gt Interactive Software Corp), Agreement and Plan of Merger (Microprose Inc/De)
Directors and Officers. The directors and officers of Merger Sub immediately prior to the Company Merger Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate articles of Incorporation incorporation and By-laws bylaws of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall be the initial 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 (Trustreet Properties Inc), Agreement and Plan of Merger (Trustreet Properties Inc)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving CorporationCompany, and the officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Company, each to hold office in accordance with the Certificate of Incorporation and By-laws organizational documents of the Surviving Corporation, and Company until the officers earlier of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case their resignation or removal or until their respective successors are duly elected or appointed and qualified or until qualified, in any case in the earlier manner provided in the organizational documents of their death, resignation or removalthe Surviving Company and in accordance with applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CyrusOne Inc.), Agreement and Plan of Merger (Pq Corp)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and By-laws Laws of the Surviving Corporation, Corporation and the officers of Merger Sub the Company immediately prior to the Effective Time shall be the initial 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.successors
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Safeway Inc), Agreement and Plan of Merger (Safeway Inc)
Directors and Officers. The directors and the officers of the Merger Sub immediately prior to Subsidiary at the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to Corporation and shall hold office from the Effective Time in accordance with the Certificate certificate of Incorporation incorporation and By-laws bylaws of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case Corporation until their respective successors are duly elected or appointed and qualified or until the their earlier of their death, resignation or removal.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Anteon International Corp), Agreement and Plan of Merger (Anteon International Corp)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Byby-laws of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified or until the their earlier of their death, resignation or removalapproval. The Company shall cause the officers and directors of the Company to submit their resignations to the Surviving Corporation effective as of the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Osi Pharmaceuticals Inc), Agreement and Plan of Merger (Cell Pathways Inc /De)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws Bylaws of the Surviving Corporation, and the officers of Merger Sub the Company immediately prior to the Effective Time shall be the initial 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 (Ameron International Corp), Agreement and Plan of Merger (Synagro Technologies Inc)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and By-laws Bylaws of the Surviving Corporation, and the officers of the Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified or until in the earlier manner provided in the Articles of their death, resignation or removalIncorporation and Bylaws of the Surviving Corporation and in accordance with applicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fti Consulting Inc), Agreement and Plan of Merger (Readers Digest Association Inc)
Directors and Officers. The directors of the Merger Sub immediately prior to the Effective Time shall will be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of the Merger Sub immediately prior to the Effective Time shall will be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected and qualified. Prior to the Effective Time, the Company shall cause each member of the Company Board to execute and deliver a letter effectuating his or appointed and qualified or until her resignation as a director of the earlier Company (and, to the extent requested by the Parent, each of their death, resignation or removalthe Company’s Subsidiaries) effective upon the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Perkinelmer Inc), Agreement and Plan of Merger (Caliper Life Sciences Inc)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be elected as the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws Laws of the Surviving Corporation, and the officers of Merger Sub the Company immediately prior to the Effective Time shall be elected as the initial 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 removalqualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Oak Industries Inc), Agreement and Plan of Merger (SDL Inc)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws the Bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation, ’s Certificate of Incorporation and the Bylaws. The officers of Merger Sub immediately prior to the Effective Time shall be the initial 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 (Optium Corp), Agreement and Plan of Merger (Protection One Inc)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of Merger Sub the Company immediately prior to the Effective Time shall be the initial 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 (First Mercury Financial Corp), Agreement and Plan of Merger (Zenith National Insurance Corp)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and By-laws the Bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation, and the . The officers of Merger Sub immediately prior to the Effective Time shall be the initial 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 (Veeco Instruments Inc), Agreement and Plan of Merger (Veeco Instruments Inc)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving CorporationBylaws, and the officers of Merger Sub immediately prior to the Effective Time shall be the initial 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 (Geo Group Inc), Agreement and Plan of Merger (Geo Group Inc)
Directors and Officers. The directors of the Merger Sub immediately prior to the Effective Time shall will be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of the Merger Sub immediately prior to the Effective Time shall will be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected and qualified. Prior to the Effective Time, the Company shall cause each member of the Company Board to execute and deliver a letter effectuating his or appointed and qualified or until her resignation as a director of the earlier of their deathCompany (and, resignation or removalto the extent requested by the Parent, the Company’s Subsidiary) effective upon the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Essilor International /Fi), Agreement and Plan of Merger (Costa Inc)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall will be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of Merger Sub the Company immediately prior to the Effective Time shall will be the initial officers of the Surviving Corporation, in each case to hold office until their his or her respective successors are successor is duly elected or appointed and qualified qualified, or until the his or her earlier of their death, resignation or removal, in accordance with the Surviving Corporation’s certificate of incorporation and bylaws and the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Home Depot, Inc.), Agreement and Plan of Merger (HD Supply Holdings, Inc.)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and By-laws of the Surviving Corporation, and the officers of Merger Sub the Company immediately prior to the Effective Time shall be the initial 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 removalqualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Elan Corp PLC), Agreement and Plan of Merger (Sano Corp)
Directors and Officers. The directors of Merger Sub Subsidiary immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and By-laws Bylaws of the Surviving Corporation, and the officers of Merger Sub the Company immediately prior to the Effective Time shall be the initial 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 removalqualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Videolabs Inc), Agreement and Plan of Merger (Videolabs Inc)
Directors and Officers. (a) The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and the By-laws of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case Corporation until their respective successors are duly elected or appointed and qualified or until the their earlier of their death, resignation or removalremoval in accordance with the Surviving Corporation's Certificate of Incorporation and By-laws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (At&t Wireless Services Inc), Agreement and Plan of Merger (Telecorp PCS Inc /Va/)
Directors and Officers. The directors of Merger Sub immediately prior to the Merger Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation charter and By-laws bylaws of the Surviving Corporation, and the officers of Merger Sub SpinCo immediately prior to the Merger Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified or until the such director’s or officer’s earlier of their death, resignation or removal.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rhino SpinCo, Inc.), Agreement and Plan of Merger (Genuine Parts Co)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of Merger Sub the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified or until the their earlier of their death, resignation or removalapproval.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Mayors Jewelers Inc/De), Agreement and Plan of Merger and Reorganization (Henry Birks & Sons Inc)
Directors and Officers. The persons who are directors of Merger Sub immediately prior to the Effective Time shall be shall, after the initial Effective Time, serve as the directors of the Surviving Corporation, each to hold office serve until their successors have been duly elected and qualified in accordance with the Certificate of Incorporation and By-laws Bylaws of the Surviving Corporation, and the . The persons who are officers of Merger Sub immediately prior to the Effective Time shall be shall, after the initial Effective Time, serve as the officers of the Surviving Corporation at the pleasure of the Board of Directors 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: Efcc Shareholders Agreement (Sternbach Stephen), Efcc Shareholders Agreement (Star Multi Care Services Inc)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and By-laws bylaws of the Surviving Corporation, and the officers of Merger Sub Spinco immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified or until the such officer’s earlier of their death, resignation or removal.
Appears in 2 contracts
Samples: Merger Agreement (Dow Chemical Co /De/), Merger Agreement (Olin Corp)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws Laws of the Surviving Corporation, and the officers of Merger Sub the Company immediately prior to the Effective Time shall be the initial 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 (Psychiatric Solutions Inc), Agreement and Plan of Merger (Bright Horizons Family Solutions Inc)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving CorporationCorporation shall be the officers of the Company immediately prior to Closing, 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 (Imco Recycling Inc), Agreement and Plan of Merger (Commonwealth Industries Inc/De/)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and the By-laws of the Surviving CorporationCorporation (and the directors of the Company shall resign as directors effective at the Effective Time), and the officers of Merger Sub the Company immediately prior to the Effective Time shall be the initial 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 (Stewart Enterprises Inc), Agreement and Plan of Merger (Service Corporation International)
Directors and Officers. (a) The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of Merger Sub Corporation immediately prior to following the Effective Time shall be Time, until the initial officers earlier of the Surviving Corporation, in each case their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. The Company shall request each director of the Company and each Company Subsidiary immediately prior to the Effective Time to execute and deliver a letter effectuating his or appointed her resignation as a member of the Company Board and qualified or until the earlier board of their deathdirectors of any Company Subsidiary, resignation or removalas applicable, to be effective as of the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (POINT Biopharma Global Inc.), Agreement and Plan of Merger (DICE Therapeutics, Inc.)
Directors and Officers. The directors of the Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation Surviving Corporation Charter and By-laws the bylaws of the Surviving Corporation, and the until their respective successors are duly elected and qualified or until their earlier death, disability, resignation or removal. The officers of the Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified or until the their earlier of their death, disability, resignation or removal.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Acme Packet Inc), Agreement and Plan of Merger (Uluru Inc.)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws Bylaws of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time individuals set forth on Schedule 1.05 hereto shall be the initial 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 removalqualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (I Many Inc), Agreement and Plan of Merger (Selectica Inc)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Byby-laws of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified or until the their earlier of their death, resignation or removaldismissal. The Company shall cause the officers and directors of the Company to submit their resignations to the Surviving Corporation as of the Effective Time.
Appears in 1 contract
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving CorporationCorporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, each to hold office in accordance with as the Certificate of Incorporation and By-laws case may be. The officers of the Surviving Corporation, and the officers of Merger Sub Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case Corporation until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified or until qualified, as the earlier of their death, resignation or removalcase may be.
Appears in 1 contract
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each such director to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of Merger Sub the Company immediately prior to the Effective Time shall be the initial 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 removalqualified.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Savannah Foods & Industries Inc)
Directors and Officers. The directors of Merger Acquiror Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws Laws of the Surviving Corporation, and the officers of Merger Acquiror Sub immediately prior to the Effective Time shall be the initial 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.qualified. 5 1.06
Appears in 1 contract
Directors and Officers. (a) The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws Bylaws of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall be the initial 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.qualified. 7
Appears in 1 contract
Samples: Second Amended and Restated Agreement and Plan of Merger (JK Acquisition Corp.)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to Corporation and shall hold office in accordance with the Certificate of Incorporation until their respective successors and By-laws assigns are duly elected and qualified, or their earlier death, resignation or removal. The officers of the Surviving Corporation, and the officers of Merger Sub Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified or to hold office until the earlier of their death, resignation or removalremoval in accordance with the Surviving Corporation’s articles of incorporation and bylaws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Kinetic Concepts Inc)
Directors and Officers. The Except as otherwise determined by Parent, the directors of Merger Sub Subsidiary immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws Bylaws of the Surviving Corporation, and the officers of Merger Sub the Company immediately prior to the Effective Time shall be the initial 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 1 contract
Directors and Officers. The directors and officers of Merger Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, respectively, each to hold office in accordance with the Certificate of Incorporation and By-laws By‑laws of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case Corporation until their respective successors are duly elected or appointed and qualified or until the earlier of their death, resignation or removal.
Appears in 1 contract
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws Laws of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time persons listed on Annex 2.05 hereto shall be the initial 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 removalqualified.
Appears in 1 contract
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with Corporation until the Certificate earlier of Incorporation and By-laws their resignation or removal or the election of their successors. The Company shall cause all directors of the Surviving Corporation, and Company to resign immediately prior to the Effective Time. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified or Corporation until the earlier of their death, resignation or removalremoval or the election of their successors.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Target Logistics Inc)
Directors and Officers. The Except as otherwise determined by Parent, the directors of Merger Sub Subsidiary immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and By-laws bylaws of the Surviving Corporation, and the officers of Merger Sub Subsidiary immediately prior to the Effective Time shall be the initial 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 1 contract
Samples: Escrow Agreement (Polymer Group Inc)
Directors and Officers. The directors of Merger Sub ---------------------- immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and By-laws Bylaws of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall be the initial 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 removalqualified.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Sonicwall Inc)
Directors and Officers. The directors of Merger Sub immediately prior ---------------------- to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws the Bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation, 's Certificate of Incorporation and the Bylaws. The officers of Merger Sub the Company immediately prior to the Effective Time shall be the initial 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 1 contract
Directors and Officers. The At the Effective Time, the directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each such director to hold office in accordance with the DGCL, the Certificate of Incorporation and By-laws Laws of the Surviving Corporation, and the officers of Merger Sub the Company immediately prior to the Effective Time shall shall, subject to the applicable provisions of the Certificate of Incorporation and By-Laws of the Surviving Corporation, be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified or until the their earlier of their death, resignation or removalapproval.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dycom Industries Inc)
