Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, to serve 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, to serve until their successors are duly elected or appointed or qualified.
Appears in 8 contracts
Samples: Agreement and Plan of Reorganization (Zamba Corp), Agreement and Plan of Reorganization (Parametric Technology Corp), Agreement and Plan of Reorganization (Parametric Technology Corp)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, to serve until the earlier of their resignation or removal or 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, to serve until the earlier of their resignation or removal or until their respective successors are duly elected or appointed or and qualified.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Hytek Microsystems Inc), Agreement and Plan of Merger (QRS Corp), Agreement and Plan of Merger (Autonomy Corp PLC)
Directors and Officers. The directors of Merger Sub immediately prior to the Merger Effective Time shall be the initial directors of the Surviving Corporation, each to serve until their respective successors are duly elected or appointed hold office in accordance with the charter and qualified. The bylaws of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Merger Effective Time shall be the initial officers of the Surviving Corporation, to serve in each case until their respective successors are duly elected and qualified or appointed until such director’s or qualifiedofficer’s earlier death, resignation or removal.
Appears in 5 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Ig Design Group Americas, Inc.), Agreement and Plan of Merger (CSS Industries Inc)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time and such officers as may be appointed by the directors of Merger Sub immediately prior to the Effective Time shall be the initial directors and officers, respectively, of the Surviving Corporation, to serve 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. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve until their successors are duly elected or appointed or qualified.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Ophthalmic Imaging Systems), Agreement and Plan of Merger (Merge Healthcare Inc), Agreement and Plan of Merger (Merge Healthcare Inc)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to serve until their respective successors are duly elected or appointed hold office in accordance with the Certificate of Incorporation and qualified. The Bylaws of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve in each case until their respective successors are duly elected or appointed and qualified, or qualifiedtheir earlier death, resignation or removal.
Appears in 5 contracts
Samples: Agreement and Plan of Merger Reorganization (8x8 Inc /De/), Agreement and Plan of Merger (Netlogic Microsystems Inc), Agreement and Plan of Merger (Netlogic Microsystems Inc)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to serve until their respective successors are duly elected or appointed hold office in accordance with the Articles of Incorporation and qualified. The Bylaws of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve in each case until their respective successors are duly elected or appointed and qualified or qualifieduntil the earlier of their death, resignation or removal.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Sunair Services Corp), Agreement and Plan of Merger, Agreement and Plan of Merger (Sunair Services Corp)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to serve until their respective successors are duly elected or appointed hold office in accordance with the Articles of Incorporation and qualified. The By-Laws of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve in each case until their respective successors are duly elected or appointed or and qualified.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Commonwealth Bancorp Inc), Agreement and Plan of Merger (Registry Inc), Agreement and Plan of Merger (Registry Inc)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, to serve 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, to serve until their respective successors are duly elected or appointed or and qualified.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Platinum Technology Inc), Agreement and Plan of Merger (Ydi Wireless Inc), Agreement and Plan of Merger (Mastering Inc)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to serve until their respective successors are duly elected or appointed hold office in accordance with the Articles of Incorporation and qualified. The By-laws of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve in each case until their respective successors are duly elected or appointed or and qualified.
Appears in 4 contracts
Samples: Agreement and Plan of Merger and Reorganization (Raychem Corp), Agreement and Plan of Merger (Mpower Holding Corp), Agreement and Plan of Merger (Mpower Holding Corp)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving CorporationCompany, each to serve until their respective successors are duly elected hold office in accordance with the Articles of Association of the Surviving Company, and, except as determined by Parent or appointed and qualified. The Merger Sub prior to the Effective Time, the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving CorporationCompany, to serve in each case until their respective successors are duly elected or appointed and qualified or qualifieduntil their earlier death, resignation or removal.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (NCR Corp), Agreement and Plan of Merger (Retalix LTD), Agreement and Plan of Merger (Retalix LTD)
Directors and Officers. The At the Effective Time, the directors of Merger Sub Sub, serving in such capacity immediately prior to the Effective Time Time, shall be the initial directors of the Surviving Corporation, to serve until their respective successors are duly elected or appointed and qualified. The officers of Merger Sub Sub, holding office immediately prior to the Effective Time Time, shall be the initial officers of the Surviving Corporation, to serve until their respective successors are duly elected or appointed or and qualified.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Nptest Holding Corp), Agreement and Plan of Reorganization (Credence Systems Corp), Agreement and Plan of Merger (Bea Systems Inc)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to serve until their respective successors are duly elected or appointed hold office in accordance with the Articles of Incorporation and qualified. The Bylaws of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve in each case until their respective successors are duly elected or appointed or and qualified.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (DemandTec, Inc.), Agreement and Plan of Merger and Reorganization (DemandTec, Inc.), Agreement and Plan of Merger and Reorganization (InfoSearch Media, Inc.)
Directors and Officers. (a) The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to serve hold office in accordance with the articles 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, to serve until their successors are duly elected or appointed or qualified.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Brek Energy Corp), Agreement and Plan of Merger (Gasco Energy Inc), Agreement and Plan of Merger (Newfield Exploration Co /De/)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, to serve 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, to serve until their respective successors are duly elected or appointed or qualifiedappointed.
Appears in 3 contracts
Samples: Agreement and Plan (Va Linux Systems Inc), Agreement and Plan of Reorganization (Va Linux Systems Inc), Agreement and Plan of Reorganization (Andover Net Inc)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, to serve 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, to serve until their successors are duly elected or appointed or qualified.. 1.6
Appears in 3 contracts
Samples: Exhibit 2 Agreement and Plan of Reorganization (Allegro New Media Inc), Agreement and Plan of Reorganization (Allegro New Media Inc), Merger Agreement (Phoenix Technologies LTD)
Directors and Officers. The directors of Merger Sub in office immediately prior to the Effective Time shall be the initial directors of the Surviving CorporationCompany until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. The officers of the Company in office immediately prior to serve the Effective Time shall be the officers of the Surviving Company until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified. The officers of Merger Sub immediately prior to , as the Effective Time shall be the initial officers of the Surviving Corporation, to serve until their successors are duly elected or appointed or qualifiedcase may be.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sirius International Insurance Group, Ltd.), Agreement and Plan of Merger (Third Point Reinsurance Ltd.), Agreement and Plan of Merger (OneBeacon Insurance Group, Ltd.)
Directors and Officers. The directors and officers of Merger Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, to serve in each case 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, to serve until their successors are duly elected or appointed or qualified.
Appears in 3 contracts
Samples: Employment Agreement (Nathans Famous Inc), Agreement and Plan of Merger (Hagler Bailly Inc), Agreement and Plan of Merger (Nathans Famous Inc)
Directors and Officers. The At the Effective Time, the directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, to serve until their respective successors are duly elected or appointed and qualified. The officers of Merger Sub immediately prior to Company at the Effective Time shall be the initial officers of the Surviving Corporation, to serve until their respective successors are duly elected or appointed or and qualified.
Appears in 3 contracts
Samples: Stockholder Agreement (Telebanc Financial Corp), Agreement and Plan of Merger and Reorganization (E Trade Group Inc), Agreement and Plan of Merger (E Trade Group Inc)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall will be the initial directors of the Surviving Corporation, to serve until their respective successors are duly elected or appointed and qualified. The 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 serve hold office until the earlier of their resignation or removal or until their successors are successor is duly elected or appointed or qualifiedand qualified in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Wyndham Hotels & Resorts, Inc.), Agreement and Plan of Merger (Wyndham Worldwide Corp), Agreement and Plan of Merger (La Quinta Holdings Inc.)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to serve until their respective successors are duly elected or appointed hold office in accordance with the articles of incorporation and qualified. The bylaws of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve in each case until their respective successors are duly elected or appointed or and qualified.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Silicon Graphics Inc /Ca/), Agreement and Plan of Merger and Reorganization (Nu Skin Enterprises Inc), Agreement and Plan of Merger and Reorganization (Nu Skin Enterprises Inc)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, to serve 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, to serve until their respective successors are duly elected or appointed or and qualified. Parent and Merger Sub agree that, as of immediately before the Effective Time, the directors and officers of Merger Sub shall be the same persons as are intended to be, immediately after the Effective Time, the directors and officers of Parent as contemplated by this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (P Com Inc), Agreement and Plan of Merger (Telaxis Communications Corp), Agreement and Plan of Merger (Telaxis Communications Corp)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to serve until their respective successors are duly elected or appointed hold office in accordance with the articles of incorporation and qualified. The the bylaws of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve in each case until their respective successors are duly elected or appointed or and qualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Penn Octane Corp), Agreement and Plan of Merger (Rio Vista Energy Partners Lp)
Directors and Officers. The initial directors and officers of the Surviving Corporation shall be the directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving CorporationTime, to serve 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, to serve until their successors are duly elected or appointed or qualified.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Supergen Inc), Agreement and Plan of Reorganization (Sparta Pharmaceuticals Inc)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, to serve 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 directors and officers of the Surviving Corporation, each to serve hold office in accordance with the Articles of Incorporation and Bylaws of the Merger Sub until their respective successors are duly elected or appointed or and qualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pacifica Bancorp Inc), Agreement and Plan of Merger (Ucbh Holdings Inc)
Directors and Officers. The directors of Merger Sub holding office immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, to serve until their respective successors are duly elected or appointed and qualifiedCorporation immediately after the Effective Time. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve until their successors are duly elected or appointed or qualifiedCorporation immediately after the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Allscripts Inc /Il), Agreement and Plan of Merger (Allscripts Inc /Il)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and the officers of the Company and of the Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, each to serve hold office in accordance with the articles of incorporation and by-laws 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, to serve until their successors are duly elected or appointed or qualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Appliedtheory Corp), Agreement and Plan of Merger (Appliedtheory Corp)
Directors and Officers. The Subject to Section 1.07, the directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving CorporationCompany, each to serve until their respective successors are duly elected or appointed hold office in accordance with the Limited Liability Company Agreement of the Surviving Company, and qualified. The the officers of the Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving CorporationCompany, to serve in each case until their respective successors are duly elected or appointed and qualified or qualifieduntil the earlier of their death, resignation or removal.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Prime Hospitality Corp), Agreement and Plan of Merger (Prime Hospitality Corp)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, to serve Corporation and shall hold office until their respective successors are duly elected or appointed and qualified, or until their earlier death, resignation or removal. The officers of Merger Sub the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to serve hold office until their successors are duly elected appointed and qualified, or appointed until their earlier death, resignation or qualifiedremoval.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ingram Micro Inc), Agreement and Plan of Merger (Brightpoint Inc)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, to serve 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 directors and officers of the Surviving CorporationCorporation immediately following the Effective Time, each to serve until their successors are duly elected as a director or appointed or qualifiedofficer in accordance with the articles of incorporation and bylaws of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (U.S. Renal Care Inc), Agreement and Plan of Merger (Dialysis Corp of America)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to serve until their respective successors are duly elected or appointed hold office in accordance with the Articles of Organization and qualified. The By-laws of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve in each case until their respective successors are duly elected or appointed or and qualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Medford Bancorp Inc), Exhibit 1. Agreement and Plan of Merger (Citizens Financial Group Inc/De)
Directors and Officers. The At the Effective Time, the directors of Merger Sub Sub, serving in such capacity immediately prior to the Effective Time Time, shall be the initial directors of the Surviving Corporation, to serve until their respective successors are duly elected or appointed and qualified. The officers of Merger Sub Sub, holding office immediately prior to the Effective Time Time, shall be the initial officers of the Surviving Corporation, to serve until their respective successors are duly elected or appointed or and qualified.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Speedfam Ipec Inc), Agreement and Plan of Merger and Reorganization (Novellus Systems Inc)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, to serve in each case until their respective successors are duly elected or appointed and qualifiedqualified or until their earlier resignation or removal. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to serve until their successors are duly elected or appointed or qualifiedhold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Trustwave Holdings, Inc.), Agreement and Plan of Merger and Reorganization (Trustwave Holdings, Inc.)
Directors and Officers. The At the Effective Time, the directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, to serve until their respective successors are duly elected or appointed and qualified. The officers of the Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve until their respective successors are duly elected or appointed or and qualified.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Tandy Corp /De/), Agreement and Plan of Reorganization (Amerilink Corp)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall will be the initial directors of the Surviving Corporation, to serve until their respective successors are duly elected or appointed and qualified. The the officers of Merger Sub immediately prior to the Effective Time shall will be the initial officers of the Surviving Corporation, to serve in each case until their successors are the earlier of his or her resignation or removal or until his or her successor is duly elected or appointed or and qualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Symmetry Surgical Inc.), Agreement and Plan of Merger (Symmetry Medical Inc.)
Directors and Officers. The At the Effective Time, the directors of Merger Sub Sub, as in effect immediately prior to the Effective Time Time, shall be the initial directors of the Surviving Corporation, to serve until their respective successors are duly elected or appointed and qualified. The officers of Merger Sub Sub, as in effect immediately prior to the Effective Time Time, shall be the initial officers of the Surviving CorporationMerger Sub, to serve until their respective successors are duly elected or appointed or and qualified.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Cardiovascular Dynamics Inc), Agreement and Plan of Reorganization (Polycom Inc)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, to serve Company and shall hold office until their respective successors are duly elected appointed, or appointed and qualifiedtheir earlier death, resignation or removal. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve Company and shall hold office until their respective successors are duly elected appointed and qualified, or appointed their earlier death, resignation or qualifiedremoval.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (SWS Group Inc), Agreement and Plan of Merger (Hilltop Holdings Inc.)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to serve until their respective successors are duly elected or appointed hold office in accordance with the Certificate of Incorporation and qualified. The By-Laws of the Surviving Corporation, and the officers of Merger Sub the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve in each case until their respective successors are duly elected or appointed or appointed, as the case may be, and qualified.. ARTICLE II Effect of the Merger on the Capital Stock of the Constituent Corporations; Exchange of Certificates Section 2.1
Appears in 2 contracts
Samples: Term Page (Houston Biotechnology Inc), Exhibit 99 (Medarex Inc)
Directors and Officers. (a) The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, to serve until their respective successors are duly elected or appointed and qualified. The officers of Merger Sub immediately prior to the First Effective Time shall be the initial directors and officers of the First Surviving Corporation, to serve Corporation until their successors are duly elected or appointed and qualified or qualifieduntil their earlier death, resignation or removal.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ansys Inc), Agreement and Plan of Merger (Aavid Thermal Technologies Inc)
Directors and Officers. The At the Effective Time, the directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and the officers of Merger Sub shall be the initial officers of the Surviving Corporation, to serve 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, to serve until their successors are duly elected or appointed or qualified.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Avant Corp), Agreement of Merger (Avant Corp)
Directors and Officers. The directors director of Merger Sub immediately prior to the Effective Time shall will be the initial directors director of the Surviving Corporation, to serve hold office in accordance with the Articles of Incorporation and By-Laws of the Surviving Corporation until his successor is duly elected or appointed and qualified. The officers of the Company immediately prior to the Effective Time will be the initial officers of the Surviving Corporation, each to hold office 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, to serve until their successors are duly elected or appointed or qualified.
Appears in 2 contracts
Samples: Merger Agreement (General Automation Inc/Il), Redemption and Merger Agreement (General Automation Inc/Il)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to serve hold office in accordance with the Certificate of Incorporation and By-Laws 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, to serve Corporation until their respective successors are duly elected or appointed or and qualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Workgroup Technology Corp), Agreement and Plan of Merger (Softech Inc)
Directors and Officers. The directors of Merger Sub immediately prior to will be the directors of the Surviving Corporation at the Effective Time shall be Time, each to hold office in accordance with the initial directors charter and bylaws of the Surviving Corporation, to serve in each case until their respective successors are duly elected or appointed and qualified. The officers of Merger Sub immediately prior to the Effective Time shall will be the initial officers of the Surviving Corporation at the Effective Time, each to hold office in accordance with the bylaws of the Surviving Corporation, to serve in each case until their respective successors are duly elected or appointed or and qualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dean Foods Co), Agreement and Plan of Merger (Suiza Foods Corp)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, to serve Corporation and shall hold office until their respective successors and assigns are duly elected or appointed and qualified, or their earlier death, resignation or removal. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to serve hold office until the earlier of their successors are duly elected death, resignation or appointed or qualifiedremoval in accordance with the Surviving Corporation’s certificate of formation and bylaws.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Veritex Holdings, Inc.), Agreement and Plan of Merger (Triumph Bancorp, Inc.)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving CorporationCompany, each to serve until their respective successors are duly elected or appointed hold office in accordance with the Certificate of Incorporation and qualified. The By-laws of the Surviving Company, and the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving CorporationCompany, to serve in each case until their respective successors are duly elected or appointed until their earlier resignation, removal from office or qualifieddeath.
Appears in 2 contracts
Samples: Agreement of Merger and Plan (NBC Internet Inc), Agreement of Merger and Plan of Liquidation and Dissolution (General Electric Co)
Directors and Officers. The directors and officers of Merger Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to serve 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. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve until their successors are duly elected or appointed or qualified.
Appears in 1 contract
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be at the initial Effective Time the directors of the Surviving Corporation, each to serve until their respective successors are duly elected or appointed hold office in accordance with the Certificate of Incorporation and qualified. The By-Laws of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall be at the initial Effective Time the officers of the Surviving Corporation, to serve in each case until their respective successors are duly elected or appointed or and qualified.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Alpine Group Inc /De/)
Directors and Officers. The directors and officers of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, to serve 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, to serve until their successors are duly elected or appointed or and qualified.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Insilicon Corp)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, to serve until their respective successors are duly elected or appointed and qualified. The officers of Merger Sub Target immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve until their successors are duly elected or appointed or qualifiedCorporation immediately after the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Midway Games Inc)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, to serve 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, to serve until their successors are duly elected or appointed or and qualified.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Herley Industries Inc /New)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to serve until their respective successors are duly elected or appointed hold office in accordance with the Certificate of Incorporation and qualified. The Bylaws of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve in each case until their respective successors are duly elected or appointed or qualifiedappointed.
Appears in 1 contract
Samples: Agreement of Merger (Surmodics Inc)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, to serve 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, to serve until their successors are duly elected or appointed or qualified.. Each director and officer of the
Appears in 1 contract
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, to serve until the earlier of their resignation or removal or until Table of Contents 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, to serve until the earlier of their resignation or removal or until their respective successors are duly elected or appointed or and qualified.
Appears in 1 contract
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving CorporationCompany, each to serve until their respective successors are duly elected or appointed hold office in accordance with the Bye-Laws of the Surviving Company, and qualified. The the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving CorporationCompany, to serve in each case until their respective successors are duly elected or appointed and qualified or qualifieduntil the earlier of their death, resignation or removal.
Appears in 1 contract
Samples: Agreement and Plan of Merger (American Safety Insurance Holdings LTD)
Directors and Officers. The directors of Merger Sub Subs immediately prior to the Effective Time shall be the initial directors of the Surviving CorporationCompanies, each to serve until their respective successors are duly elected or appointed hold office in accordance with the Certificates of Incorporation and qualified. The Bylaws of the Surviving Companies, and the officers of Merger Sub Subs immediately prior to the Effective Time shall be the initial officers of the Surviving CorporationCompanies, to serve in each case until their respective successors are duly elected or appointed or and qualified.
Appears in 1 contract
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to serve until their respective successors are duly elected or appointed hold office in accordance with the Articles of Organization and qualified. The by-laws of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve in each case until their respective successors are duly elected or appointed or and qualified.
Appears in 1 contract
Directors and Officers. The directors of Merger Sub immediately prior to before the Effective Time shall be the initial directors of the Surviving Corporation, to serve until their respective successors are duly elected or appointed and qualified. The officers of Merger Sub immediately prior to before the Effective Time shall be the initial officers of the Surviving Corporation, to serve until their respective successors are duly elected or appointed or and qualified.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Neurobiological Technologies Inc /Ca/)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to serve hold office in accordance with the Certificate of Incorporation and by-laws of the Surviving Corporation, and the individuals listed on SCHEDULE 2.06 shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified. The officers qualified or until the earlier of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporationtheir death, to serve until their successors are duly elected resignation or appointed or qualifiedremoval.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Hidary Group Acquisitions, LLC)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, to serve in such capacity 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, to serve in such capacity at the pleasure of the Board of Directors of the Surviving Corporation and until their successors are duly elected or appointed or and qualified.
Appears in 1 contract
Directors and Officers. The directors of Merger Sub immediately prior ----------------------- to the Effective Time shall be the initial directors of the Surviving Corporation, to serve 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, to serve until their successors are duly elected or appointed or qualified.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Softdesk Inc)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, to serve Corporation and shall hold office until their respective successors and assigns are duly elected or appointed and qualified, or their earlier death, resignation or removal. The officers of Merger Sub the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to serve hold office until the earlier of their successors are duly elected resignation or appointed or qualifiedremoval. The parties shall take all actions necessary to effectuate the foregoing.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Diamond Resorts International, Inc.)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall will be the initial directors of the Surviving Corporation, to serve until their respective successors are duly elected or appointed and qualified. The the officers of Merger Sub immediately prior to the Effective Time shall will be the initial officers of the Surviving Corporation, to serve in each case, until their successors are the earlier of his or her death, resignation, or removal, or until his or her successor is duly elected or appointed or and qualified.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Habit Restaurants, Inc.)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-Laws of the Surviving Corporation, and the persons listed on SCHEDULE 1.5 shall serve as the initial officers of the Surviving Corporation in the capacity or capacities specified on SCHEDULE 1.5, in each case 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, to serve until their successors are duly elected or appointed or qualified.
Appears in 1 contract
Samples: Agreement and Plan of Merger (New Stat Healthcare Inc)
Directors and Officers. The directors and officers of Merger Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, to serve 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, to serve until their successors are duly elected or appointed or qualified.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (R F Industries LTD)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, to serve until their respective successors are duly elected or appointed and qualified. The the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve in each case until their respective successors are duly elected or appointed or and qualified.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Covad Communications Group Inc)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Subsidiary Surviving Corporation, each to serve until their respective successors are duly elected or appointed hold office in accordance with the Certificate of Incorporation and qualified. The By-Laws of the Subsidiary Surviving Corporation, and the officers of the Merger Sub immediately prior to the Effective Time shall be the initial officers of the Subsidiary Surviving Corporation, to serve in each case until their respective successors are duly elected or appointed or and qualified.
Appears in 1 contract
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, to serve in such capacity 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, to serve in such capacity at the pleasure of the Board of Directors of the Surviving Corporation and until their successors are duly elected or appointed or and qualified.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dwango North America Corp)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall will be the initial directors of the Surviving Corporation, to serve Corporation until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may be. The officers of Merger Sub immediately prior to the Effective Time shall will be the initial officers of the Surviving Corporation, to serve Corporation until the earlier of their resignation or removal or until their respective successors are duly elected or appointed or and qualified, as the case may be.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Darden Restaurants Inc)
Directors and Officers. The directors and officers of Merger Sub immediately prior to the Effective Time shall will be the initial directors and officers of the Surviving Corporation, each to serve hold office in accordance with the Articles of Incorporation and Bylaws of the Surviving Corporation and 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, to serve until their successors are duly elected or appointed or qualified.
Appears in 1 contract
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, to serve Corporation and shall hold office until their respective successors and assigns are duly elected or appointed and qualified, or their earlier death, resignation or removal. The officers of Merger Sub the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to serve hold office until their successors are duly elected the earlier of his or appointed her resignation or qualifiedremoval.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Fushi Copperweld, Inc.)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to serve hold office in accordance with the Articles of Incorporation and by-laws of the Surviving Corporation, and the officers of the Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve until their successors are duly elected or appointed or qualified.
Appears in 1 contract
Samples: Amending Agreement (Sonic Environmental Solutions Inc/Can)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, to serve Corporation until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may be. The officers of Merger Sub immediately prior to the Effective Time and such other persons as Purchaser shall designate shall be the initial officers of the Surviving Corporation, to serve Corporation until the earlier of their resignation or removal or until their respective successors are duly elected or appointed or and qualified, as the case may be.
Appears in 1 contract
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, to serve Corporation and shall hold office until their respective successors and assigns are duly elected or appointed and qualified, or their earlier death, resignation or removal. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to serve hold office until the earlier of their successors are duly elected death, resignation or appointed or qualifiedremoval in accordance with the Surviving Corporation’s articles of incorporation and bylaws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (MidWestOne Financial Group, Inc.)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to serve until their respective successors are duly elected or appointed hold office in accordance with the Articles of Organization and qualified. The By-Laws of the Surviving Corporation, and the officers of the Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve in each case until their respective successors are duly elected or appointed or and qualified.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Community Bancorp Inc /Ma/)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving CorporationCompany at and after the Effective Time, each to serve until their respective successors are duly elected or appointed hold office in accordance with the Company Agreement of the Surviving Company, and qualified. The the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving CorporationCompany at and after the Effective Time, to serve in each case until their respective successors are duly elected or appointed or and qualified.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Enron Global Power & Pipelines LLC)
Directors and Officers. The directors of Merger Sub immediately prior ---------------------- to the Effective Time shall be the initial directors of the Surviving Corporation, to serve 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, to serve until their successors are duly elected or appointed or qualified.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Inference Corp /Ca/)
Directors and Officers. The directors of the Merger Sub immediately prior to the Effective Time shall will be the initial directors of the Surviving Corporation, to serve until their respective successors are duly elected or appointed and qualified. The the officers of the Merger Sub immediately prior to the Effective Time shall will be the initial officers of the Surviving Corporation, to serve in each case until their successors are duly elected and qualified. Prior to the Effective Time, the Company shall cause each member of the Company Board, other than the Merger Sub Designees, to execute and deliver a letter effectuating his or appointed or qualifiedher resignation as a director of the Company effective upon the Effective Time.
Appears in 1 contract
Directors and Officers. The directors of Merger Sub immediately prior to the Merger Effective Time Date shall be the initial directors of the Surviving Corporation, each to serve hold office in accordance with the Articles of Organization and By-Laws of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Merger Effective Date shall be the initial officers of the Surviving Corporation, in each case 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, to serve until their successors are duly elected or appointed or qualified.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Childrens Broadcasting Corp)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to serve hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation, and the individuals listed on ANNEX A hereto shall be the officers of the Surviving Corporation in the capacities stated therein, in each case 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, to serve until their successors are duly elected or appointed or qualified.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Concentra Managed Care Inc)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, to serve until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may be. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve until earlier of their resignations or removal or until their respective successors are duly elected or appointed or and qualified, as the case may be.
Appears in 1 contract
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, to serve until their respective successors are duly elected or appointed and qualifiedCorporation as of the Effective Time. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve until their successors are duly elected or appointed or qualifiedCorporation as of the Effective Time.
Appears in 1 contract
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to serve until their respective successors are duly elected or appointed hold office in accordance with the Articles of Organization and qualified. The Bylaws of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve in each case until their respective successors are duly elected or appointed or and qualified.
Appears in 1 contract
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to serve until their respective successors are duly elected or appointed hold office in accordance with the Articles of Incorporation and qualified. The Bylaws of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve in each case until their respective successors are duly elected or appointed and qualified or qualifieduntil their earlier death, resignation or removal.
Appears in 1 contract
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, to serve Corporation until the earlier of each of their resignations or removals or until each of their respective successors are duly elected or appointed and qualified, as the case may be. The officers of Merger Sub immediately prior to the Effective Time Time, and such other persons as Buyer shall designate, shall be the initial officers of the Surviving Corporation, to serve Corporation until the earlier of each of their resignations or removals or until each of their respective successors are duly elected or appointed or and qualified, as the case may be.
Appears in 1 contract
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Interim Surviving Corporation, each to serve until their respective successors are duly elected or appointed hold office in accordance with the Certificate of Incorporation and qualified. The Bylaws of the Interim Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Interim Surviving Corporation, to serve in each case until their respective successors are duly elected or appointed or and qualified.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Hansen Medical Inc)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, to serve in each case until their respective successors are duly elected or appointed and qualified. The qualified or their earlier death, resignation or removal, and the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve in each case until their respective successors are duly elected or appointed and qualified or qualifiedtheir earlier death, resignation or removal.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Biovail Corp International)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, to serve until their respective successors are duly elected or appointed Corporation and qualified. The the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve in each case, until their respective successors are duly elected or appointed or and qualified.
Appears in 1 contract
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving CorporationCompany, each to serve until their respective successors are duly elected or appointed hold office in accordance with the Certificate of Incorporation and qualified. The Bylaws, and the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving CorporationCompany, to serve in each case until their respective successors are duly elected or appointed or and qualified.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization and Merger (E Tek Dynamics Inc)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to serve until their respective successors are duly elected or appointed in accordance with the Articles of Incorporation and qualified. The Bylaws of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve in each case until their respective successors are duly elected or appointed and qualified, or qualifiedtheir earlier death, resignation or removal.
Appears in 1 contract
Directors and Officers. The At the Effective Time, the directors of Merger Sub immediately prior to the Effective Time shall be will become the initial directors of the Surviving Corporation, to serve until their respective successors are duly elected or appointed and qualified. The At the Effective Time, the officers of Merger Sub immediately prior to the Effective Time shall be will become the initial officers of the Surviving Corporation, to serve until their respective successors are duly elected or appointed or qualifiedappointed.
Appears in 1 contract
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be and the initial directors officers of the Surviving Corporation, to serve until their respective successors are duly elected or appointed and qualified. The officers of Merger Sub Company immediately prior to the Effective Time shall be the initial officers directors and officers, respectively, of the Surviving Corporation, and such directors and officers shall hold office in accordance with and subject to serve until their successors are duly elected or appointed or qualifiedthe certificate of incorporation and bylaws of the Surviving Corporation.
Appears in 1 contract
Directors and Officers. The directors and officers of Merger Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving CorporationEntity, each to serve hold office in accordance with the Surviving Entity Certificate of Incorporation and the Surviving Entity Bylaws until their respective successors are such director’s or officer’s successor is 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, to serve until their successors are duly elected or appointed or qualified.
Appears in 1 contract
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to serve until their respective successors are duly elected or appointed hold office in accordance with the charter and qualified. The bylaws of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve in each case until their respective successors are duly elected and qualified or appointed until such director’s or qualifiedofficer’s earlier death, resignation or removal.
Appears in 1 contract
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to serve until their respective successors are duly elected or appointed hold office in accordance with the amended and qualified. The restated certificate of incorporation and the amended and restated bylaws of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve in each case until their respective successors are duly elected or appointed or qualifiedand qualified by Parent’s board of directors.
Appears in 1 contract
Samples: Combination Agreement (Equinix Inc)
Directors and Officers. The At the Effective Time, the directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Interim Surviving Corporation, and the officers of Merger Sub immediately prior to serve the Effective Time, shall be the officers of the Interim Surviving Corporation, in each case 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, to serve until their successors are duly elected or appointed or qualified.
Appears in 1 contract
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to serve hold office in accordance with the articles of incorporation and bylaws of the Surviving Corporation, and the persons who Parent shall determine shall be the initial officers of the Surviving Corporation, in each case 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, to serve until their successors are duly elected or appointed or qualified.
Appears in 1 contract
Samples: Agreement and Plan of Merger (United Industrial Corp /De/)
Directors and Officers. The At the Effective Time, the directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and the officers of Merger Sub shall be the initial officers of the Surviving Corporation, to serve 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, to serve until their successors are duly elected or appointed or qualified.1.6
Appears in 1 contract
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, to serve until their respective successors are duly elected or appointed and qualified. The officers of Merger Sub Camitro immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve until their successors are duly elected or appointed or qualified.
Appears in 1 contract
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving CorporationCorporation immediately following the Effective Time, to serve until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may be. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve until the earlier of their resignation or removal or until their respective successors are duly elected or appointed or and qualified, as the case may be.
Appears in 1 contract
Directors and Officers. The directors of the Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to serve until their respective successors are duly elected or appointed hold office in accordance with the Articles of Incorporation and qualified. The Bylaws of the Surviving Corporation, and the officers of the Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve in each case until their respective successors are duly elected or appointed or and qualified.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Internetstudios Com Inc)
Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and the officers of the Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, each to serve hold office in accordance with the articles of incorporation and by-laws 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, to serve until their successors are duly elected or appointed or qualified.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Pure Vanilla Exchange Inc)
