Common use of Directors and Officers Clause in Contracts

Directors and Officers. The director(s) of Merger Sub immediately prior to the Effective Time shall be the initial director(s) of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation. The officers of Merger Sub 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.

Appears in 26 contracts

Samples: Agreement and Plan of Merger (Mindspeed Technologies, Inc), Agreement and Plan of Reorganization (Artisan Components Inc), Stockholders Agreement (Genstar Therapeutics Corp)

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Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws By-Laws of the Surviving Corporation. The , 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 to hold office in accordance with the Bylaws of the Surviving Corporationcase until their respective successors are duly elected or appointed and qualified.

Appears in 18 contracts

Samples: Agreement (Fairfax Financial Holdings LTD/ Can), Registration Rights Agreement (Dycom Industries Inc), Agreement and Plan of Merger (Dycom Industries Inc)

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws By-laws of the Surviving Corporation. The , 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 to hold office in accordance with the Bylaws of the Surviving Corporationcase until their respective successors are duly elected or appointed and qualified.

Appears in 11 contracts

Samples: Agreement and Plan of Merger (Bard C R Inc /Nj/), Agreement and Plan of Merger (Scott Technologies Inc), Agreement and Plan of Merger (Scientific Games Holdings Corp)

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws By-laws of the Surviving Corporation. 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 Certificate of Incorporation and By-laws of the Surviving Corporation.

Appears in 10 contracts

Samples: Agreement and Plan of Merger (Caprius Inc), Agreement and Plan of Merger (Vintage Capital Group, LLC), Agreement and Plan of Merger (Tessera Technologies Inc)

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation. The , and the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each to hold office in accordance with the Bylaws of the Surviving Corporationcase until their respective successors are duly elected or appointed and qualified.

Appears in 10 contracts

Samples: Agreement and Plan of Merger and Reorganization (Lenco Mobile Inc.), Agreement and Plan of Merger (DemandTec, Inc.), Agreement and Plan of Merger (Synchronoss Technologies Inc)

Directors and Officers. The director(s) of Merger Sub immediately prior to the Effective Time shall be the initial director(s) of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws of the Surviving Corporation. The officers of Merger Sub 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.

Appears in 10 contracts

Samples: Agreement and Plan of Reorganization (Tarantella Inc), Agreement and Plan of Reorganization (Neurocrine Biosciences Inc), Agreement and Plan of Reorganization (Sirenza Microdevices Inc)

Directors and Officers. The At the Effective Time and by virtue of the Merger, the director(s) of Merger Sub immediately prior to the Effective Time shall be become the initial director(s) of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws By-laws of the Surviving Corporation. The At the Effective Time and by virtue of the Merger, the officers of Merger Sub immediately prior to the Effective Time shall be become the initial officers of the Surviving Corporation, each to hold office in accordance with the Bylaws By-laws of the Surviving Corporation.

Appears in 7 contracts

Samples: Agreement and Plan of Merger (Matinas BioPharma Holdings, Inc.), Agreement and Plan of Merger (IntraLinks Holdings, Inc.), Agreement and Plan of Merger (Amicus Therapeutics Inc)

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation. 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 certificate of incorporation and bylaws of the Surviving Corporation.

Appears in 7 contracts

Samples: Agreement and Plan of Merger (Safeway Inc), Agreement and Plan of Merger (Dress Barn Inc), Agreement and Plan of Merger (Watson Pharmaceuticals Inc)

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws By-laws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Bylaws Certificate of Incorporation and By-laws of the Surviving Corporation.

Appears in 6 contracts

Samples: Agreement and Plan of Merger (Coventry Health Care Inc), Agreement and Plan of Merger (First Health Group Corp), Agreement and Plan of Merger (Cooper Companies Inc)

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation. The officers of Merger Sub 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.

Appears in 6 contracts

Samples: Agreement and Plan of Reorganization (New Era of Networks Inc), Agreement and Plan of Reorganization (New Era of Networks Inc), Agreement and Plan of Reorganization (Niku Corp)

Directors and Officers. The director(s) of Merger Sub immediately ---------------------- prior to the Effective Time shall be the initial director(s) of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws of the Surviving Corporation. The officers of Merger Sub 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.

Appears in 6 contracts

Samples: Agreement and Plan of Reorganization (Summit Design Inc), Agreement and Plan of Reorganization (Cobalt Networks Inc), Agreement and Plan of Reorganization (Critical Path Inc)

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws of the Surviving Corporation. 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 Articles of Incorporation and Bylaws of the Surviving Corporation.

Appears in 6 contracts

Samples: Agreement and Plan of Merger (LKQ Corp), Agreement and Plan of Merger (Medical Device Alliance Inc), Agreement and Plan of Merger (Keystone Automotive Industries Inc)

Directors and Officers. The director(s) of Merger Sub immediately ---------------------- prior to the Effective Time shall be the initial director(s) of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation. The officers of Merger Sub 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.

Appears in 6 contracts

Samples: Agreement and Plan of Reorganization (Software Com Inc), Agreement and Plan of Reorganization (Smartforce Public LTD Co), Agreement and Plan of Reorganization (International Network Services)

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation. 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.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Enliven Marketing Technologies Corp), Agreement and Plan of Merger (Guitar Center Inc), Agreement and Plan of Merger (DG FastChannel, Inc)

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws of the Surviving Corporation. The officers of Merger Sub 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.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Taleo Corp), Agreement and Plan of Reorganization (Polycom Inc), Agreement and Plan of Merger (Adknowledge Inc)

Directors and Officers. (a) The director(s) directors and officers of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation. The officers of Merger Sub 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.

Appears in 4 contracts

Samples: Agreement and Plan of Reorganization (I2 Technologies Inc), Agreement and Plan of Reorganization (Wadhwani Romesh), Agreement and Plan of Reorganization (Aspect Development Inc)

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to at and after 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.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Marketwatch Inc), Agreement and Plan of Merger (Adesa Inc), Agreement and Plan of Merger (Adesa California, LLC)

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate articles of Incorporation incorporation and Bylaws by-laws of the Surviving Corporation. 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 articles of incorporation and by-laws of the Surviving Corporation.

Appears in 4 contracts

Samples: Deposit Escrow Agreement (New Frontier Media Inc), Agreement and Plan of Merger (Charming Shoppes Inc), Agreement and Plan of Merger (Ascena Retail Group, Inc.)

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation. The officers of Merger Sub 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.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Jamdat Mobile Inc), Agreement and Plan of Merger (Knova Software, Inc.), Agreement and Plan of Merger (Primedex Health Systems Inc)

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws by-laws of the Surviving Corporation. 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 certificate of incorporation and by-laws of the Surviving Corporation.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Scpie Holdings Inc), Agreement and Plan of Merger (Party City Corp), Agreement and Plan of Merger (Amscan Holdings Inc)

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Bylaws certificate of incorporation and bylaws of the Surviving Corporation.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Pernix Therapeutics Holdings, Inc.), Agreement and Plan of Merger (Somaxon Pharmaceuticals, Inc.), Agreement and Plan of Merger (Deltek, Inc)

Directors and Officers. The director(s) directors of Merger Sub immediately (or such other or additional individuals as Acquiror may designate prior to the Effective Time Closing) shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation. The ; and the officers of Merger Sub immediately prior to the Effective Time Company shall be continue as the initial officers of the Surviving Corporation, in each to hold office in accordance with the Bylaws of the Surviving Corporationcase until their respective successors are duly elected or appointed and qualified.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Palmer Wireless Inc), Agreement and Plan of Merger (Micros to Mainframes Inc), Agreement and Plan of Merger (BTG Inc /Va/)

Directors and Officers. The director(s) directors of Merger Sub ---------------------- immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation. The , and the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each to hold office in accordance with the Bylaws of the Surviving Corporationcase until their respective successors are duly elected or appointed and qualified.

Appears in 3 contracts

Samples: Agreement and Plan of Merger and Reorganization (Blue Coat Systems Inc), Agreement and Plan of Merger and Reorganization (Actuate Corp), Agreement and Plan of Merger and Reorganization (Cacheflow Inc)

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws By-Laws of the Surviving Corporation. The officers of Merger Sub immediately prior to , and the Effective Time persons listed on Schedule 1.5 shall be serve as the initial officers of the Surviving CorporationCorporation in the capacity or capacities specified on Schedule 1.5, in each to hold office in accordance with the Bylaws of the Surviving Corporation.case until their respective successors are duly elected or appointed and qualified. Section 1.6

Appears in 2 contracts

Samples: Agreement and Plan of Merger (New Stat Healthcare Inc), Agreement and Plan of Merger (American Medical Response Inc)

Directors and Officers. The director(s) of Merger Sub immediately prior to the Effective Time shall be the initial director(s) of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws By-laws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Bylaws By-laws of the Surviving Corporation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Citrix Systems Inc), Agreement and Plan of Merger (Citrix Systems Inc)

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be at the initial director(s) Effective Time become the directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall be at the initial Effective Time become the officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Psychiatric Solutions Inc), Agreement and Plan of Merger (Horizon Health Corp /De/)

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate articles of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Bylaws articles of incorporation and bylaws of the Surviving Corporation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Hecla Mining Co/De/), Agreement and Plan of Merger (Mines Management Inc)

Directors and Officers. The director(s(a) of Merger Sub immediately prior to the Effective Time shall be the initial director(s) of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation. The officers of Merger Sub 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.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Kana Communications Inc), Agreement and Plan of Reorganization (Silknet Software Inc)

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Merger I Effective Time shall be the initial director(s) directors of the Intermediate Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Intermediate Surviving Corporation. The officers of Merger Sub immediately prior to the Merger I Effective Time shall be the initial officers of the Intermediate Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Intermediate Surviving Corporation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Basin Water, Inc.), Agreement and Plan of Merger (Basin Water, Inc.)

Directors and Officers. The director(s) of Merger Sub immediately prior to the Effective Time shall be the initial director(s) of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation. The officers of Merger Sub 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.

Appears in 2 contracts

Samples: Escrow Agreement (Primal Solutions Inc), Agreement and Plan of Merger (Avery Communications Inc)

Directors and Officers. The director(s) of Merger Sub immediately prior to the Effective Time shall be the initial director(s) of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation. The officers of Merger Sub 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.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Tut Systems Inc), Agreement and Plan of Reorganization (Tut Systems Inc)

Directors and Officers. (a) The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Bylaws By-laws of the Surviving Corporation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ispat International Nv), Agreement and Plan (International Steel Group Inc)

Directors and Officers. The director(s) directors and officers of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Bylaws By-laws of the Surviving Corporation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Skyworks Solutions, Inc.), Agreement and Plan of Merger (Advanced Analogic Technologies Inc)

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office serve in accordance with the Certificate of Incorporation and Bylaws Organizational Documents of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Bylaws Organizational Documents of the Surviving Corporation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Paychex Inc), Agreement and Plan of Merger (Pactiv Corp)

Directors and Officers. The director(s) of Merger Sub immediately prior to the Effective Time shall be the initial director(s) of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation. The officers of Merger Sub 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.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Network Associates Inc), Agreement and Plan of Reorganization (Network Associates Inc)

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate articles of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Bylaws articles of incorporation and bylaws of the Surviving Corporation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Medistem Inc.), Agreement and Plan of Merger (Intrexon Corp)

Directors and Officers. The At the Effective Time and by virtue of the Merger, the director(s) of Merger Sub immediately prior to the Effective Time shall be become the initial director(s) of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws By-Laws of the Surviving Corporation. The At the Effective Time and by virtue of the Merger, the officers of Merger Sub immediately prior to the Effective Time shall be become the initial officers of the Surviving Corporation, each to hold office in accordance with the Bylaws By-Laws of the Surviving Corporation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Adventrx Pharmaceuticals Inc), Agreement and Plan of Merger (Red Hat Inc)

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Articles of Incorporation and Bylaws of the Surviving Corporation.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Red Hat Inc), Agreement and Plan of Reorganization (Appliedtheory Corp)

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Bylaws certificate of incorporation and bylaws of the Surviving Corporation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Hecla Mining Co/De/), Agreement and Plan of Merger (Hecla Mining Co/De/)

Directors and Officers. The director(s) of Merger Sub immediately prior to the Effective Time shall be the initial director(s) of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation. The officers of Merger Sub 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.Surviving

Appears in 1 contract

Samples: Agreement and Plan of Merger (Starbase Corp)

Directors and Officers. The director(s) of Merger Sub immediately prior to the Effective Time shall be the initial director(s) of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws of the Surviving Corporation. 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.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Baan Co N V)

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation. The executive officers of Merger Sub the Company (other than the Chairman of the Board) 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Clubcorp Inc)

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws of the Surviving Corporation. 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 Articles Incorporation and Bylaws of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Electronics for Imaging Inc)

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws By-Laws of the Surviving Corporation. The , and the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each to hold office in accordance with the Bylaws of the Surviving Corporation.case until their respective successors are duly elected or appointed and qualified. SECTION 1.6

Appears in 1 contract

Samples: Agreement and Plan of Merger (Netvantage Inc)

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Merger Effective Time shall be the initial director(s) members of the Board of Managers of the Surviving CorporationEntity, each to hold office in accordance with the Certificate of Incorporation Formation and Bylaws limited liability company agreement of the Surviving CorporationEntity. The officers of Merger Sub the Company immediately prior to the Merger Effective Time shall be the initial officers of the Surviving CorporationEntity, each to hold office in accordance with the Bylaws Certificate of Formation and limited liability company agreement of the Surviving CorporationEntity.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Connecture Inc)

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws By-Laws of the Surviving Corporation. The , and the officers of Merger Sub immediately prior to the Effective Time and the additional persons listed on Exhibit 1.5 shall be the initial officers of the Surviving Corporation, in each to hold office in accordance with the Bylaws of the Surviving Corporationcase until their respective successors are duly elected or appointed and qualified.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Registry Inc)

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall will be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall will be the initial officers of the Surviving Corporation, in each case to hold office in accordance with the Bylaws of the Surviving Corporationserve until their respective successors are duly elected or appointed and qualified.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Adept Technology Inc)

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time Closing shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation. The officers of Merger Sub the Company immediately prior to the Effective Time Closing shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Bylaws certificate of incorporation and bylaws of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (USA Mobility, Inc)

Directors and Officers. The director(s) of Merger Sub immediately ---------------------- prior to the Effective Time shall be the initial director(s) of the Surviving Corporation, each to hold office in accordance with the Surviving Corporation's Certificate of Incorporation and Bylaws of the Surviving CorporationBylaws. The Merger Sub's officers of Merger Sub 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.

Appears in 1 contract

Samples: Merger Agreement (Software Com Inc)

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation. The officers Officers of Merger Sub 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; provided, that effective upon Closing, Rose X. Xxxxxx xxxll be the Chief Operating Officer of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Citadel Technology Inc)

Directors and Officers. The director(s) directors and officers of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Bylaws bylaws of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Doughties Foods Inc)

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate articles of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation. The , and the officers of Merger Sub 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Business Objects S.A.)

Directors and Officers. The director(s) directors and officers of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation. The officers of Merger Sub 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.

Appears in 1 contract

Samples: Merger Agreement (Sysco Corp)

Directors and Officers. The director(s) director of Merger Sub immediately prior to the Effective Time shall be the initial director(s) director of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws of the Surviving Corporation. The officers of Merger Sub 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.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Informix Corp)

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation. The officers of Merger Sub 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.of

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Niku Corp)

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Directors and Officers. The director(s) Directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) Directors of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws of the Surviving Corporation. The officers of Merger Sub 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.

Appears in 1 contract

Samples: Plan and Agreement of Reorganization (Nhancement Technologies Inc)

Directors and Officers. The director(s) directors of Merger Sub immediately ---------------------- prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws by-laws of the Surviving Corporation. The officers of Merger Xxxxxx Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each to hold office in accordance with the Bylaws of the Surviving Corporationcase until their respective successors are duly elected or appointed and qualified.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Advanced Radio Telecom Corp)

Directors and Officers. The director(s) directors of Merger Sub ---------------------- immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws By-Laws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Bylaws Certificate of Incorporation and By-Laws of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ipcs Inc)

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws of the Surviving Corporation. The officers of Merger Sub 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.

Appears in 1 contract

Samples: Agreement of Merger and Plan of Reorganization (Digirad Corp)

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office serve in accordance with the Certificate Articles of Incorporation and Bylaws the Code of Regulations of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Bylaws Articles of Incorporation and the Code of Regulations of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Medvest Holdings Corp)

Directors and Officers. The director(s) of Merger Sub immediately prior to the Effective Time shall be the initial director(s) of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation. The officers officer(s) of Merger Sub immediately prior to the Effective Time shall be the initial officers officer(s) of the Surviving Corporation, each to hold office in accordance with the Bylaws of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Starbase Corp)

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving CorporationCompany, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving CorporationCompany. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving CorporationCompany, each to hold office in accordance with the Bylaws certificate of incorporation and bylaws of the Surviving CorporationCompany.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Limco-Piedmont Inc)

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation. The officers of Merger Sub 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tegal Corp /De/)

Directors and Officers. The director(s) director of Merger Sub immediately prior to the Effective Time shall be the initial director(s) director of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation. The officers of Merger Sub 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.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Network Associates Inc)

Directors and Officers. The director(s) directors of Merger Sub and the officers of the Company immediately prior to the Effective Time shall be the initial director(s) directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws By-laws of the Surviving Corporation. The officers of Merger Sub 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 CorporationArticle 3.

Appears in 1 contract

Samples: Execution Copy Agreement and Plan of Merger

Directors and Officers. The director(s) of Merger Sub immediately prior to the Effective Time shall be the initial director(s) of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws By-laws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Bylaws By-laws of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Netrix Corp)

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws By-laws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Bylaws Articles of Incorporation and By-laws of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Fpic Insurance Group Inc)

Directors and Officers. The director(s) of Merger Sub immediately prior to the Effective Time shall be the initial director(s) of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation Organization and Bylaws of the Surviving Corporation. The officers of Merger Sub 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Lsi Logic Corp)

Directors and Officers. The At the Effective Time and by virtue of the Merger, the director(s) of Merger Sub immediately prior to the Effective Time shall be become the initial director(s) of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation. The At the Effective Time and by virtue of the Merger, the officers of Merger Sub immediately prior to the Effective Time shall be become the initial officers of the Surviving Corporation, each to hold office in accordance with the Bylaws of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Entrust Inc)

Directors and Officers. The At the Effective Time and by virtue of the Merger, the director(s) of Merger Sub immediately prior to the Effective Time shall be the initial director(s) of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws By-laws of the Surviving Corporation. The At the Effective Time and by virtue of the Merger, the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Bylaws By-laws of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Citrix Systems Inc)

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with Corporation and the Certificate of Incorporation and Bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Bylaws certificate of incorporation and bylaws of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Blueprint Medicines Corp)

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation Corporation and Bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving CorporationCorporation will be as Exhibit B sets forth, and each of those Persons will serve in each office Exhibit B specifies for such Person, subject to hold office in accordance with the Bylaws provisions of the certificate of incorporation and by-laws of the Surviving Corporation, until such Person’s successor is duly elected to, and, if necessary, qualified for, such office.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Helen of Troy LTD)

Directors and Officers. The director(s) directors and officers of Merger Sub ---------------------- immediately prior to the Effective Time shall be the initial director(s) of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation directors and Bylaws of the Surviving Corporation. The officers of Merger Sub 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.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Looksmart LTD)

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws of the Surviving Corporation. The officers Officers of Merger Sub 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; provided, that effective upon Closing, Harrx X. Xxxxxxx xxxll be the President of the Surviving Corporation.

Appears in 1 contract

Samples: 1 Agreement and Plan of Merger (Goldonline International Inc)

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time Time, together with Xxxx X. Xxxxxxxx, shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation. The officers of Merger Sub the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, together with such other Persons (if any) as set forth on Section 2.6 of the Company Disclosure Schedule, each to hold office in accordance with the Bylaws certificate of incorporation and bylaws of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Boeing Co)

Directors and Officers. The director(s) of Merger Sub immediately prior to the Effective Time shall be the initial director(s) of the Surviving Corporation, each to hold office in accordance with the Surviving Corporation's Certificate of Incorporation and Bylaws of the Surviving CorporationBylaws. The Merger Sub's officers of Merger Sub 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.

Appears in 1 contract

Samples: Merger Agreement (Software Com Inc)

Directors and Officers. The director(s) directors of Merger Sub immediately ----------------------- prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws By-Laws of the Surviving Corporation. The , and the officers of the Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each to hold office in accordance with the Bylaws of the Surviving Corporationcase until their respective successors are duly elected or appointed and qualified.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Thistle Group Holdings Co)

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be become the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall be become the initial officers of the Surviving Corporation, each to hold office in accordance with the Bylaws of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Artisan Components Inc)

Directors and Officers. The director(s) director of Merger Sub immediately prior to the Effective Time Time, Xx. Xxxx Xxxxx, shall be the initial director(s) director of the Surviving CorporationCompany, each to hold office in accordance with the Certificate of Incorporation and Bylaws By-laws of the Surviving Corporation. The Company, and the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving CorporationCompany, in each to hold office in accordance with the Bylaws of the Surviving Corporationcase until their respective successors are duly elected or appointed and qualified.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cardiome Pharma Corp)

Directors and Officers. The director(s) of Merger Sub immediately prior to the Effective Time shall be the initial director(s) of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Bylaws bylaws of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Icg Group, Inc.)

Directors and Officers. The director(s) of Merger Sub immediately prior to the Effective Time shall be the initial director(s) of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation, until their respective successors are duly elected or appointed and qualified. The officers of Merger Sub 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 CorporationCorporation until their respective successors are duly appointed.

Appears in 1 contract

Samples: Warrant Agreement (Innovative Tech Systems Inc)

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to serve in accordance with the Organizational Documents of the Surviving Corporation. The initial officers of the Surviving Corporation shall be the officers identified in writing by Parent to the Company no later than five (5) Business Days prior to the Closing Date, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Bylaws Organizational Documents of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Commvault Systems Inc)

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving CorporationCorporation as of the Effective Time, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving CorporationCorporation as of the Effective Time, each to hold office in accordance with the Bylaws of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Sagent Technology Inc)

Directors and Officers. (a) The director(s) directors and officers of Merger Sub Sub, immediately prior to the Effective Time Time, shall be the initial director(s) officers and directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation. The officers of Merger Sub 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Basin Exploration Inc)

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws By-Laws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Bylaws Certificate of Incorporation and By-Laws of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Concord Communications Inc)

Directors and Officers. The director(s) of Merger Sub immediately ---------------------- prior to the Effective Time shall be the initial director(s) of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws of the Surviving Corporation. The officers of Merger Sub 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.

Appears in 1 contract

Samples: Affiliate Agreement (Inktomi Corp)

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws bylaws of the Surviving Corporation. 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 bylaws of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Huffy Corp)

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office serve in accordance with the Certificate of Incorporation and Bylaws Organizational Documents of the Surviving Corporation. 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 Organizational Documents of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Hillman Companies Inc)

Directors and Officers. The director(s) of Merger Sub immediately ---------------------- prior to the Effective Time shall be the initial director(s) of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws of the Surviving Corporation. The Unless otherwise determined by Parent, the officers of Merger Sub 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.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Cirrus Logic Inc)

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with Corporation and the Certificate of Incorporation and Bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Bylaws articles of incorporation and bylaws of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Hub Group, Inc.)

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