Directors and Officers. The directors of Purchaser 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 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.
Appears in 15 contracts
Samples: 8 Agreement and Plan of Merger (Environmental Systems Products Inc), Agreement and Plan of Merger (Wellman North America Inc), Agreement and Plan of Merger (General Electric Capital Corp)
Directors and Officers. The directors and officers of Purchaser 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 the Company 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 qualifiedqualified in the manner provided in the bylaws of the Surviving Corporation, or as otherwise provided by law.
Appears in 12 contracts
Samples: Escrow Agreement (Billing Concepts Corp), Plan of Merger and Acquisition Agreement (Tristar Corp), Plan of Merger and Acquisition Agreement (Lifequest Medical Inc)
Directors and Officers. The directors of Purchaser 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 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 qualifiedqualified or until their earlier death, resignation or removal.
Appears in 10 contracts
Samples: Agreement and Plan of Merger (McKesson Corp), Agreement and Plan of Merger (Comtech Telecommunications Corp /De/), Agreement and Plan of Merger (Radyne Corp)
Directors and Officers. The directors and officers of Purchaser immediately prior to the Effective Time shall be the initial directors of the Surviving Corporationand officers, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporationrespectively, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective the earlier of his or her resignation or removal or until his or her successors are duly elected or appointed and qualified.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Gsi Group Inc), Agreement and Plan of Merger (Glaxosmithkline PLC), Agreement and Plan of Merger (Genelabs Technologies Inc /Ca)
Directors and Officers. The directors of Purchaser 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 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 (as the case may be) and qualified.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Cyrus Acquisition Corp), Agreement and Plan of Merger (General Host Corp), Agreement and Plan of Merger (Itt Industries Inc)
Directors and Officers. The directors of Purchaser Acquisition 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 the Company Acquisition 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.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Lycos Inc), Agreement and Plan of Merger (Laidlaw Inc), Agreement and Plan of Merger (Lycos Inc)
Directors and Officers. The directors of Purchaser 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 the Company Purchaser 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 qualifiedqualified or until their earlier death, resignation or removal.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Cryocor Inc), Agreement and Plan of Merger (Cryocor Inc), Agreement and Plan of Merger (Bei Medical Systems Co Inc /De/)
Directors and Officers. The At and after the Effective Time, the directors of Purchaser 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 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.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Alarmguard Holdings Inc), Agreement and Plan of Merger (Praegitzer Industries Inc), Agreement and Plan of Merger (Holmes Protection Group Inc)
Directors and Officers. The directors and officers of Purchaser Buyer immediately prior to the Effective Time shall be the initial directors and officers of the Surviving CorporationCorporation at the Effective Time, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers bylaws of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Cnet Inc /De), Agreement and Plan of Merger (Cnet Inc /De), Agreement and Plan of Merger (Cnet Inc /De)
Directors and Officers. The directors of Purchaser 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 the Company immediately prior to the Effective Time shall be the initial officers directors and officers, respectively, of the Surviving CorporationCorporation until their respective death, in each case permanent disability, resignation or removal or until their respective successors are duly elected or appointed and qualified.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Deutsche Bank Ag\), Agreement and Plan of Merger (Compusa Inc), Agreement and Plan of Merger (National Discount Brokers Group Inc)
Directors and Officers. The directors of the Purchaser 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 . The officers of 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 accordance with the Certificate of Incorporation and qualifiedBylaws of the Surviving Corporation.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Xyratex LTD), Agreement and Plan of Merger (Xyratex LTD), Agreement and Plan of Merger (Nstor Technologies Inc)
Directors and Officers. The directors of Purchaser Buyer in office immediately prior to the Effective Time shall be serve as the initial directors of the Surviving Corporation, each to hold office Corporation from and after the Effective Time in accordance with the Certificate of Incorporation and By-laws bylaws of the Surviving Corporation, and the . The officers of the Company Buyer in office immediately prior to the Effective Time shall be serve as the initial officers of the Surviving Corporation from and after the Effective Time in accordance with the bylaws of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Simmons First National Corp), Agreement and Plan of Merger (Spirit of Texas Bancshares, Inc.), Agreement and Plan of Merger (Spirit of Texas Bancshares, Inc.)
Directors and Officers. The directors of Purchaser 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 Company Purchaser 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.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Saturn Electronics & Engineering Inc), Agreement and Plan of Merger (Ssi Acquisition Corp), Agreement and Plan of Merger (Smartflex Systems Inc)
Directors and Officers. The (a) From and after the Effective Time, the directors of Purchaser immediately prior to the Effective Time shall be become the initial directors of the Surviving Corporation, each to hold office until their successors shall have been duly elected, appointed or qualified or until their earlier death, resignation or removal in accordance with the Certificate of Incorporation Surviving Corporation Charter and By-laws of the Surviving Corporation, and the officers of 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 qualifiedCorporation Bylaws.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (BladeLogic, Inc.), Agreement and Plan of Merger (Adobe Systems Inc), Agreement and Plan of Merger (Kenexa Corp)
Directors and Officers. The directors of Purchaser Acquiror 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 Company Acquiror 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.
Appears in 5 contracts
Samples: Agreement and Plan of Reorganization (Usurf America Inc), Agreement and Plan of Reorganization (Usurf America Inc), Agreement and Plan of Reorganization (Usurf America Inc)
Directors and Officers. The directors and officers of Purchaser 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 Laws of the Surviving Corporation, and the officers of 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.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Minot Mercantile Corp), Agreement and Plan of Merger (Mercantile Stores Co Inc), Agreement and Plan of Merger (Dillard Department Stores Inc)
Directors and Officers. The directors of Purchaser 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 and, except as determined by Parent or Purchaser prior to the Effective Time, the officers of 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 qualifiedqualified or until their earlier death, resignation or removal.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Microsemi Corp), Agreement and Plan of Merger (Vitesse Semiconductor Corp), Agreement and Plan of Merger (Peregrine Semiconductor Corp)
Directors and Officers. The directors of Purchaser 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 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 (as the case may be) and qualified.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Morton International Inc /In/), Agreement and Plan of Merger (Quality Food Centers Inc), Agreement and Plan of Merger (Rohm & Haas Co)
Directors and Officers. The At the Effective Time, the directors of the Purchaser immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each of such directors to hold office in accordance with office, subject to the applicable provisions of the Certificate of Incorporation and By-laws Laws of the Surviving Corporation, until their respective successors shall be duly elected or appointed and the qualified. The officers of 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.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Maxserv Inc), Agreement and Plan of Merger (Sears Roebuck & Co), Agreement and Plan of Merger (Cimco Inc /De/)
Directors and Officers. The directors of Purchaser 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 the Company immediately prior to Purchaser at the Effective Time shall will be the initial directors and officers of the Surviving Corporation, Corporation and will hold office from the Effective Time in each case accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified.
Appears in 5 contracts
Samples: Acquisition Agreement and Agreement and Plan of Merger (Razorfish Inc), Acquisition Agreement and Agreement and Plan of Merger (Razorfish Inc), Acquisition Agreement (Sbi & Co)
Directors and Officers. The directors of Purchaser the Company 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 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.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Gni Group Inc /De/), Agreement and Plan of Merger (Green I Acquisition Corp), Agreement and Plan of Merger (Born Dawn S)
Directors and Officers. The directors of Purchaser 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 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 qualifiedqualified and/or additional persons are selected.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Crane Co /De/), Agreement and Plan of Merger (Signal Technology Corp), Agreement and Plan of Merger (Crane Co /De/)
Directors and Officers. The directors of Purchaser 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 the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualifiedqualify.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Gec Acquisition Corp), Agreement and Plan of Merger (Tracor Inc /De), Agreement and Plan of Merger (Tracor Inc /De)
Directors and Officers. The directors and the officers of Purchaser immediately prior to at the Effective Time shall will be the initial directors and officers of the Surviving Corporation, each to Corporation and will hold office from the Effective Time in accordance with the Certificate articles of Incorporation incorporation and By-laws bylaws of the Surviving Corporation, and the officers of the Company 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.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Aquantive Inc), Agreement and Plan of Merger, Agreement and Plan of Merger (Nu Skin Enterprises Inc)
Directors and Officers. The directors of Purchaser 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 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 qualifiedqualified or until their earlier death, resignation or approval.
Appears in 3 contracts
Samples: Agreement and Plan (Thomson Corp), Microwave Power Devices Inc, Ericsson MPD Acquisition Corp
Directors and Officers. The directors of Purchaser 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 . The officers of 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.
Appears in 3 contracts
Samples: Agreement and Plan (Aqua Alliance Inc), Agreement and Plan (Vivendi), Agreement and Plan of Merger (Aqua Alliance Inc)
Directors and Officers. The directors of Purchaser 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 the Company immediately prior to the Effective Time shall be the initial officers directors and officers, respectively, of the Surviving CorporationCorporation until their respective death, in each case permanent disability, resignation or removal or until their respective successors are duly elected or appointed and qualifiedqualified all in accordance with applicable law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cunningham Graphics International Inc), Agreement and Plan of Merger (Automatic Data Processing Inc), Agreement and Plan of Merger (Automatic Data Processing Inc)
Directors and Officers. The directors of Purchaser 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 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 their earlier death, resignation or removal in accordance with the Surviving Corporation's Certificate of Incorporation and Bylaws.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Shopko Stores Inc), Agreement and Plan of Merger (Citigroup Inc), Agreement and Plan of Merger (Pamida Holdings Corp/De/)
Directors and Officers. The Except as provided in Section 7.14 hereof, the directors and officers of Purchaser Buyer 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 Laws of the Surviving Corporation, and the officers of the Company 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.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (North Fork Bancorporation Inc), Agreement and Plan of Merger (North Fork Bancorporation Inc), Agreement and Plan of Merger (Reliance Bancorp Inc)
Directors and Officers. The directors of Purchaser 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 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.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Schein Pharmaceutical Inc), Agreement and Plan of Merger (Watson Pharmaceuticals Inc), Agreement and Plan of Merger (Heat Acquisition Corp)
Directors and Officers. The directors of Purchaser 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 the Company Purchaser 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 qualifiedqualified or until their earlier death, resignation or removal.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Devx Energy Inc), Agreement and Plan of Merger (Comstock Resources Inc), Agreement and Plan of Merger (Comstock Resources Inc)
Directors and Officers. The directors of Purchaser 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 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 qualifiedqualified or until the earlier of their death, resignation or removal.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Stmicroelectronics Nv), Agreement and Plan of Merger (Genesis Microchip Inc /De), Agreement and Plan of Merger (Genesis Microchip Inc /De)
Directors and Officers. The directors of Purchaser 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 Company 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 or appointed and qualified. Prior to the Effective Time, the Company shall cause each member of the Company Board, other than Purchaser Designees, to execute and deliver a letter effectuating his or her resignation as a director of the Company effective upon the Effective Time.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Nortel Networks Inc.), Agreement and Plan of Merger (Pec Solutions Inc), Agreement and Plan of Merger (Nortel Networks LTD)
Directors and Officers. The directors of Purchaser immediately prior to the Effective Time shall be the initial directors of the Surviving CorporationCorporation at and after the Effective Time, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company immediately prior to Purchaser at the Effective Time shall be the initial officers of the Surviving CorporationCorporation at and after the Effective Time, in each case until their respective successors are duly elected or appointed and qualified.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Select Medical Corp), Agreement and Plan of Merger (Intensiva Healthcare Corp), Agreement and Plan of Merger (Select Medical of Mechanicsburg Inc)
Directors and Officers. The directors of the Purchaser 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 Company immediately prior to the Effective Time shall will be the initial officers of the Surviving Corporation, in each case until the earlier of their respective resignation or removal or until their successors are duly elected or appointed and qualified.
Appears in 3 contracts
Samples: Tender Agreement (Ibp Inc), Agreement and Plan of Merger (Foodbrands America Inc), Agreement and Plan of Merger (Joseph Littlejohn & Levy Fund Ii Lp)
Directors and Officers. The directors and officers of Purchaser 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 Company 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.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Bell Microproducts Inc), Agreement and Plan of Merger (Avnet Inc), Agreement and Plan of Merger (Nu Horizons Electronics Corp)
Directors and Officers. The directors of Purchaser 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 Company Purchaser 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 (as the case may be) and qualified.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Euramax International PLC), Agreement and Plan of Merger (Euramax International PLC), Agreement and Plan of Merger (Berger Holdings LTD)
Directors and Officers. The directors of Purchaser immediately prior to the Effective Time shall be as of the initial Effective Time become 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 officers of the Company immediately prior to the Effective Time shall continue to be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualifiedqualified or until their earlier death, resignation or removal.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Starcraft Corp /In/), Agreement and Plan of Merger (Starcraft Corp /In/)
Directors and Officers. The directors of Purchaser immediately prior to the Effective Time (which shall include Xxxxx Xxxxxxxx) 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, . Xxxxx Xxxxxxxx shall be the Chairman of the Surviving Corporation and the other officers of 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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Viacom Inc), Agreement and Plan of Merger (Viacom Inc)
Directors and Officers. The directors and officers of Purchaser 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 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 qualifiedCorporation as of the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Intelligroup Inc), Agreement and Plan of Merger (Intelligroup Inc)
Directors and Officers. The directors and officers of the Purchaser immediately prior to the Effective Time shall be the initial directors and officers, respectively, 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 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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nco Group Inc), Agreement and Plan of Merger (RMH Teleservices Inc)
Directors and Officers. The directors of Purchaser Acquiror 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 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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cit Group Inc), Agreement and Plan of Merger (McGrath Rentcorp)
Directors and Officers. The directors and officers of the Purchaser 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 certificate of Incorporation incorporation and Byby-laws of the Surviving Corporation, and the officers of the Company 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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (AtriCure, Inc.), Agreement and Plan of Merger (Esterline Technologies Corp)
Directors and Officers. The directors of the Surviving Corporation shall be the persons who were directors of Purchaser immediately prior to the Effective Time Time, plus the current member of the Company's Board of Directors appointed to Purchaser's Board of Directors pursuant to Section 5.15. The officers of the Surviving Corporation 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 persons who were officers of the Company Purchaser 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 qualifiedTime.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Efc Bancorp Inc), Agreement and Plan of Reorganization (Maf Bancorp Inc)
Directors and Officers. The directors of Purchaser the Company 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 Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, Corporation in each case until their respective successors are duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Form of Agreement and Plan of Merger (Memc Electronic Materials Inc), Agreement and Plan of Merger (Memc Electronic Materials Inc)
Directors and Officers. The directors of Purchaser ---------------------- 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 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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (H2o Acquisition Co), Agreement and Plan of Merger (Nalco Chemical Co)
Directors and Officers. The directors of Purchaser immediately prior to the Effective Time and/or any individuals designated by Parent 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 the Company immediately prior to the Effective Time and/or any individuals designated by Parent shall be the initial officers of the Surviving Corporation, in each case until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualifiedqualify.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Eig Acquisition Corp), Agreement and Plan of Merger (Elite Information Group Inc)
Directors and Officers. The directors of Purchaser the Buyer 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 Corporate Charter and By-laws Laws of the Surviving Corporation, and the officers of the Company Buyer 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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Seacoast Financial Services Corp), Agreement and Plan of Merger (Home Port Bancorp Inc)
Directors and Officers. The directors of Purchaser 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 and, except as determined by Parent or Purchaser prior to the Effective Time, the officers of 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 qualifiedqualified or until their earlier death, resignation or removal.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Intel Corp), Agreement and Plan of Merger (Wind River Systems Inc)
Directors and Officers. The directors of the Purchaser immediately prior to the Effective Time shall be 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 the Company Seller immediately prior to the Effective Time shall be become 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 certificate of incorporation and qualifiedbylaws of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Xerox Corp), Agreement and Plan of Merger (Global Imaging Systems Inc)
Directors and Officers. The directors of Purchaser 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 CorporationCorporation (directors of the Company shall tender their resignations effective upon the Effective Time), and the officers of 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 (as the case may be) and qualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dillard Department Stores Inc), Agreement and Plan of Merger (Mercantile Stores Co Inc)
Directors and Officers. The directors of Purchaser 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 the Company immediately prior to the Effective Time individuals set forth in Annex B hereto shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualifiedqualified or until their earlier death, resignation or removal.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Intermagnetics General Corp), Agreement and Plan of Merger (Invivo Corp)
Directors and Officers. The directors of Purchaser 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 Company Purchaser 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 their earlier death, resignation or removal in accordance with the Surviving Corporation's Certificate of Incorporation and Bylaws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (HSC Acquisition Corp), Agreement and Plan of Merger (Hills Stores Co /De/)
Directors and Officers. The directors of Purchaser 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 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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ud Delaware Corp), Agreement and Plan of Merger (Imo Industries Inc)
Directors and Officers. The directors and officers of Purchaser immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in 3 10 accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of 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. Section 2.06.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Moneygram Payment Systems Inc), Agreement and Plan of Merger (Viad Corp)
Directors and Officers. The initial directors of the Surviving Corporation will be the directors of Purchaser immediately prior to the Effective Time shall be the initial directors of the Surviving CorporationTime, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Byby-laws of the Surviving Corporation, and the officers of the Company 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. The initial officers of the Surviving Corporation will be the officers of the Company immediately prior to the Effective Time, each to hold office in accordance with the certificate of incorporation and by-laws of the Surviving Corporation until their respective successors are duly appointed.
Appears in 2 contracts
Samples: Transaction Agreement (Online Resources Corp), Transaction Agreement (Aci Worldwide, Inc.)
Directors and Officers. The At the Effective Time, the directors of the Purchaser immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each of such directors to hold office in accordance with office, subject to the applicable provisions of the Restated Certificate of Incorporation and By-laws Laws of the Surviving Corporation, until their respective successors shall be duly elected or appointed and the qualified. The officers of 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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Diebold Inc), Agreement and Plan of Merger (Griffin Technology Inc)
Directors and Officers. The directors of Purchaser 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 except with respect to the Chief Executive Officer of the Company, the officers of 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 qualifiedqualified or until their earlier death, resignation or removal.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Opto Circuits (India) LTD), Agreement and Plan of Merger (Criticare Systems Inc /De/)
Directors and Officers. The directors and officers of Purchaser 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 certificate of Incorporation incorporation and Byby-laws of the Surviving Corporation, and the officers of the Company 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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Synopsys Inc), Agreement and Plan of Merger (Numerical Technologies Inc)
Directors and Officers. The directors of Purchaser the Company 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 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 qualifiedqualified or until the earlier of their death, resignation or removal.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Swisher Hygiene Inc.), Agreement and Plan of Merger (Homeland Security Capital CORP)
Directors and Officers. The Directors of Purchaser prior to the ---------------------- Effective Time shall be the directors of Purchaser the Surviving Corporation. The officers of Company immediately prior to the Effective Time shall be the initial directors officers of the Surviving Corporation, each to . Each of such directors and officers shall hold office in accordance with the Certificate of Incorporation and By-laws By- Laws of the Surviving Corporation, and the officers of 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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Intermedia Communications of Florida Inc), Agreement and Plan of Merger (Intermedia Communications of Florida Inc)
Directors and Officers. The directors and officers of Purchaser the Buyer 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 articles of Incorporation incorporation and By-laws bylaws of the Surviving Corporation, and the officers of the Company 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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Access Anytime Bancorp Inc), Agreement and Plan of Merger (First State Bancorporation)
Directors and Officers. The directors of Purchaser Acquisition 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 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.
Appears in 2 contracts
Samples: And Restated Agreement and Plan of Merger (Globe Business Resources Inc), Stockholder Voting Agreement (Globe Business Resources Inc)
Directors and Officers. The directors and officers of the Purchaser immediately prior to the Effective Time shall be become the initial directors and officers, respectively, 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 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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Digitas Inc), Agreement and Plan of Merger (Digitas Inc)
Directors and Officers. The directors of ---------------------- Purchaser 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 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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lpiv Acquisition Corp), Agreement and Plan of Merger (Durakon Industries Inc)
Directors and Officers. The directors of Purchaser ----------------------- immediately prior to the Effective Time and/or any individuals designated by Parent 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 the Company immediately prior to the Effective Time and/or any individuals designated by Parent shall be the initial officers of the Surviving Corporation, in each case until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualifiedqualify.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gec Acquisition Corp), Agreement and Plan of Merger (Gec Acquisition Corp)
Directors and Officers. The directors of the Purchaser ---------------------- 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 of the Surviving Corporation, and the officers of 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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Synetic Inc), Agreement and Plan of Merger (Synetic Inc)
Directors and Officers. The Except as contemplated by Section 7.14 hereof, the directors and officers of Purchaser Buyer 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 Articles of Incorporation and By-laws Laws of the Surviving Corporation, and the officers of the Company 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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Patapsco Valley Bancshares Inc), Agreement and Plan of Merger (F&m Bancorp)
Directors and Officers. The At the Effective Time, the directors of Purchaser immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate MGBCL, the Articles of Incorporation and By-laws the Bylaws of the Surviving Corporation, and the officers of 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 qualifiedqualified or until their earlier death, resignation or removal.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Labone Inc/), Agreement and Plan of Merger (Quest Diagnostics Inc)
Directors and Officers. The directors of Purchaser 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 Purchaser immediately prior to the Effective Time (which shall include the officers of the Company immediately prior to the Effective Time Time) shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualifiedqualified or until their earlier death, resignation or removal.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Thomson Corp), Agreement and Plan of Merger (Thomson Corp)
Directors and Officers. The directors of Purchaser 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 the Company immediately prior to the Effective Time shall be the initial officers directors and officers, respectively, of the Surviving Corporation, in each case Corporation until their respective successors are duly elected and qualified or appointed and qualifieduntil their earlier death, permanent disability, resignation or removal.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Evraz Group S.A.), Agreement and Plan of Merger (Claymont Steel Holdings, Inc.)
Directors and Officers. The directors of the Purchaser immediately prior to the Effective Time shall be the initial directors directors, of the Surviving CorporationCorporation after the Effective Time, each to hold office in accordance with the Certificate of Incorporation and By-laws Laws of the Surviving Corporation, and the . The officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation after the Effective Time, each to hold office in accordance with the Certificate of Incorporation and By-Laws of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nco Group Inc), Agreement and Plan of Merger (Nco Portfolio Management Inc)
Directors and Officers. The directors of the Purchaser 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 . The officers of 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 accordance with the Certificate of Incorporation and qualifiedBy-laws of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mossimo Giannulli), Agreement and Plan of Merger (Mossimo Inc)
Directors and Officers. The directors of Purchaser 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 Company Purchaser 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 qualifiedqualified or until their earlier death, resignation or removal.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ndchealth Corp), Agreement and Plan of Merger (Per Se Technologies Inc)
Directors and Officers. The directors of Purchaser Acquisition 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 . The officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, . Each director and officer of the Surviving Corporation shall hold office in each case accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until their respective successors are his or her successor is duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Richfood Holdings Inc), Agreement and Plan of Merger (Supervalu Inc)
Directors and Officers. The directors of Purchaser 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 Company immediately prior to the Effective Time shall will be the initial officers of the Surviving Corporation, in each case until their respective successors are the earlier of his or her resignation or removal or until his or her successor is duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Genzyme Corp), Agreement and Plan of Merger (Sanofi-Aventis)
Directors and Officers. The directors and officers of Purchaser immediately prior to the Effective Time shall be the initial directors and officers, respectively, of the Surviving CorporationCorporation until their respective death, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporationpermanent disability, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case resignation or removal or until their respective successors are duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Roche Holding LTD), Agreement and Plan of Merger (Ignyta, Inc.)
Directors and Officers. The Directors of Purchaser prior to the Effective Time shall be the directors of Purchaser the Surviving Corporation. The officers of Company immediately prior to the Effective Time shall be the initial directors officers of the Surviving Corporation, each to . Each of such directors and officers shall hold office in accordance with the Certificate of Incorporation and By-laws Bylaws of the Surviving Corporation, and the officers of 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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Shared Technologies Fairchild Inc), Agreement and Plan of Merger (Shared Technologies Fairchild Inc)
Directors and Officers. The directors of Purchaser Buyer in office immediately prior to the Effective Time shall be serve as the initial directors of the Surviving Corporation, each to hold office Corporation from and after the Effective Time in accordance with the Certificate of Incorporation and By-laws Bylaws of the Surviving Corporation, and the . The officers of the Company Buyer in office immediately prior to the Effective Time shall be serve as the initial officers of the Surviving Corporation from and after the Effective Time in accordance with the Bylaws of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Banctrust Financial Group Inc), Agreement and Plan (Banctrust Financial Group Inc)
Directors and Officers. The directors of Purchaser 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 Articles and By-laws Laws of the Surviving Corporation, and the officers of 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 (as the case may be) and qualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (L 3 Communications Holdings Inc), Agreement and Plan of Merger (Microdyne Corp)
Directors and Officers. The directors of Purchaser the Company 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 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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Adt Limited), Agreement and Plan of Merger (Adt Limited)
Directors and Officers. The directors of Purchaser 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 Company Purchaser immediately prior to the Effective Time shall will be the initial officers of the Surviving Corporation, in each case case, until their respective successors are the earlier of his or her death, resignation, or removal, or until his or her successor is duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (ImmunoGen, Inc.), Agreement and Plan of Merger (Provention Bio, Inc.)
Directors and Officers. (a) The directors of Purchaser immediately prior to the Effective Time shall be the initial directors of the Surviving CorporationCorporation at the Effective Time, 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 Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case Corporation until their his or her respective successors are successor is duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ocean Energy Inc /Tx/), Agreement and Plan of Merger (Texoil Inc /Nv/)
Directors and Officers. The directors of Purchaser immediately prior to the Effective Time and the President and Chief Operating Officer of the Company 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 the Company Purchaser immediately prior to the Effective Time and the President and Chief Operating Officer of the Company shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualifiedqualified or until their earlier death, resignation or removal.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Naturex S.A.), Agreement and Plan of Merger (Pure World Inc)
Directors and Officers. The directors of Purchaser the Company 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 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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Allied Digital Technologies Corp), Agreement and Plan of Merger (Analog Acquisition Corp)
Directors and Officers. The directors and officers of Purchaser immediately prior to the Effective Time and such others as Parent shall have designated, if any, shall, from and after the Effective Time, be the initial directors and officers, respectively, 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 Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case Corporation until their respective successors are shall have been duly elected or appointed and qualifiedqualify or until their earlier death, resignation or removal in accordance with the Surviving Corporation Charter and the Surviving Corporation Bylaws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CNL Retirement Properties Inc), Agreement and Plan of Merger (Health Care Property Investors Inc)
Directors and Officers. The directors of Purchaser 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 Purchaser prior to the Effective Time, the officers of 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 qualifiedqualified or until their earlier death, resignation or removal.
Appears in 1 contract
Samples: Agreement and Plan of Merger (MaxPoint Interactive, Inc.)
Directors and Officers. The directors of Purchaser immediately prior to the Effective Time and the officers of Purchaser immediately prior to the Effective Time shall be the initial directors and officers, respectively, of the Surviving CorporationCorporation until their respective death, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporationpermanent disability, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case resignation or removal or until their respective successors are duly elected or appointed and qualifiedqualified all in accordance with applicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Alysis Technologies Inc)
Directors and Officers. The directors of Purchaser 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 the Company Purchaser immediately prior to before the Effective Time shall will be the initial directors and officers of the Surviving Corporation, in each case Corporation until their respective successors are duly elected or appointed and qualified.
Appears in 1 contract
Directors and Officers. The Directors of Purchaser prior to the Effective Time shall be the directors of Purchaser the Surviving Corporation. The officers of Company immediately prior to the Effective Time shall be the initial directors officers of the Surviving Corporation, each to . Each of such directors and officers shall hold office in accordance with the Certificate of Incorporation and By-laws Laws of the Surviving Corporation, and the officers of 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.
Appears in 1 contract
Directors and Officers. The directors of Purchaser ---------------------- 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 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 (as the case may be) and qualified.
Appears in 1 contract
Samples: An Agreement and Plan of Merger (Dyckerhoff Aktiengesellschaft)
Directors and Officers. The directors of Purchaser 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 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 qualifiedqualified or until their earlier death, resignation or approval.
Appears in 1 contract
Directors and Officers. The directors of the Purchaser 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 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.
Appears in 1 contract
Directors and Officers. The Directors of Purchaser prior to the ---------------------- Effective Time shall be the directors of Purchaser the Surviving Corporation. The officers of Company immediately prior to the Effective Time shall be the initial directors officers of the Surviving Corporation, each to . Each of such directors and officers shall hold office in accordance with the Certificate of Incorporation and By-laws Bylaws of the Surviving Corporation, and the officers of 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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Intermedia Communications of Florida Inc)
Directors and Officers. The directors of Purchaser 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 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.
Appears in 1 contract
Directors and Officers. (a) The directors of the Purchaser immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to Corporation and shall hold office until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be, in accordance with the Certificate of Incorporation and By-laws Bylaws of the Surviving Corporation, Corporation and the officers of 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 qualifiedapplicable Laws.
Appears in 1 contract
Directors and Officers. The directors of the Purchaser 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 Company Purchaser 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 (including pursuant to the Stockholders’ Agreement) and qualifiedqualified or until the earlier of their death, resignation or removal.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Homeland Security Capital CORP)
Directors and Officers. The directors of Purchaser 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 Delaware Law, and the officers of the Company Purchaser 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 qualifiedqualified in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation and Delaware Law.
Appears in 1 contract
Directors and Officers. The directors of Purchaser PURCHASER in office ---------------------- immediately prior to the Effective Time shall be serve as the initial directors of the Surviving Corporation, each to hold office Corporation from and after the Effective Time in accordance with the Certificate of Incorporation and By-laws Bylaws of the Surviving Corporation, and the . The officers of the Company PURCHASER in office immediately prior to the Effective Time Time, together with such additional persons as may thereafter be elected, shall be serve as the initial officers of PURCHASER from and after the Surviving Corporation, Effective Time in each case until their respective successors are duly elected or appointed and qualifiedaccordance with the Bylaws of PURCHASER.
Appears in 1 contract
Directors and Officers. The directors of Purchaser Acquisition 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 and, except as set forth in Section 1.5 of the Company Disclosure Schedule, the officers of 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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Los Buenos Leasing Co Inc)
