Directors and Officers. The directors and officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation.
Appears in 9 contracts
Samples: Employment Agreement, Agreement and Plan of Merger (Learning Co Inc), Agreement and Plan of Merger (Millennium Pharmaceuticals Inc)
Directors and Officers. The directors and officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws By-Laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed (as the case may be) and qualified.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Telxon Corp), Agreement and Plan of Merger (About Com Inc), Agreement and Plan of Merger (Food 4 Less Holdings Inc /De/)
Directors and Officers. The directors and officers director(s) of Sub immediately prior ---------------------- to the Effective Time shall be the initial directors and officers 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 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 Reorganization (Usweb Corp), Agreement and Plan of Reorganization (Usweb Corp), Agreement and Plan of Reorganization (Usweb Corp)
Directors and Officers. The directors and officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation, and the officers of Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed.
Appears in 4 contracts
Samples: Agreement and Plan of Merger and Reorganization (Deltagen Inc), Agreement and Plan of Merger and Reorganization (Deltagen Inc), Agreement and Plan of Merger (Yahoo Inc)
Directors and Officers. The directors and officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to of whom will hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation, in each case until their respective successors are duly elected or appointed.
Appears in 4 contracts
Samples: Voting Agreement (Oak Technology Inc), Voting Agreement (Zoran Corp \De\), Agreement and Plan of Merger (Maxygen Inc)
Directors and Officers. The directors and officers of Acquiror Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws By-Laws of the Surviving Corporation, and the officers of Acquiror Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Vincam Group Inc), Agreement and Plan of Merger (State Financial Services Corp), Agreement and Plan of Merger (White David Inc)
Directors and Officers. The directors and officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws by-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed, as the case may be, and qualified.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Lin Television Corp), Agreement and Plan of Merger (Lin Television Corp), Agreement and Plan of Merger (WTNH Broadcasting Inc)
Directors and Officers. The directors and officers of Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and the officers of the Company shall be the initial officers 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.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Pn Acquisition Subsidiary Inc), Agreement and Plan of Merger (Pearson PLC), Execution Copy (National Computer Systems Inc)
Directors and Officers. The directors of Sub immediately prior to the Effective Time and the officers of Sub the Company immediately prior to the Effective Time shall be the initial directors and officers officers, respectively, of the Surviving CorporationCorporation until their death, each to hold office in accordance with the Certificate of Incorporation permanent disability, resignation or removal or until their respective successors are duly elected and Bylaws of the Surviving Corporationqualified.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Henkel Acquisition Corp Ii), Agreement and Plan of Merger (Dep Corp), Agreement and Plan of Merger (Dep Corp)
Directors and Officers. The directors and officers of Sub immediately ---------------------- prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their resignation or removal or until their respective successors are duly elected and qualified.
Appears in 3 contracts
Samples: Agreement and Plan (Wolters Kluwer Nv /Adr/), Agreement and Plan of Merger (CCH Inc), Agreement and Plan of Merger (Commerce Clearing House Inc)
Directors and Officers. The directors and officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation, and the officers of Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Yahoo Inc), Agreement and Plan of Merger (Yahoo Inc), Agreement and Plan of Merger (Softbank America Inc)
Directors and Officers. (a) The directors and officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation.
Appears in 3 contracts
Samples: 4 Agreement and Plan of Merger (Incontrol Inc), Agreement and Plan of Merger (Guidant Corp), Agreement and Plan of Merger (Incontrol Inc)
Directors and Officers. The directors and officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to of whom will hold office in accordance with the Certificate Articles of Incorporation and Bylaws of the Surviving Corporation, in each case until their respective successors are duly elected or appointed.
Appears in 2 contracts
Samples: Escrow Agreement (Zoran Corp \De\), Agreement and Plan of Reorganization (Insweb Corp)
Directors and Officers. The directors and officers of Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation.4
Appears in 2 contracts
Samples: Tender Offer Agreement and Agreement and Plan of Merger (Co Steel Inc), Tender Offer Agreement and Agreement and Plan of Merger (New Jersey Steel Corp)
Directors and Officers. The directors and officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed, as the case may be, and qualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sempra Energy), Agreement and Plan of Merger (K N Energy Inc)
Directors and Officers. The directors and officers of Acquiror Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation, and the officers of Acquiror Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (McLeodusa Inc), Agreement and Plan of Merger (Eglobe Inc)
Directors and Officers. The directors and officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws Corporation as of the Surviving CorporationEffective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Atrium Companies Inc), Agreement and Plan of Merger (Golfsmith International Holdings Inc)
Directors and Officers. The directors and officers of Acquisition Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation.. 2.5
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Logica PLC / Eng), Agreement and Plan of Merger (Carnegie Group Inc)
Directors and Officers. The directors and officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws By-Laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed (as the case may be) and qualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fred Meyer Inc), Agreement and Plan of Merger (Quality Food Centers Inc)
Directors and Officers. The initial director(s) of the ---------------------- Surviving Corporation shall be the directors and officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving CorporationTime, each to of whom will hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation.Surviving
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Borland International Inc /De/), Agreement and Plan of Merger (Borland International Inc /De/)
Directors and Officers. The directors and officers of the Sub as existing immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nextpath Technologies Inc), Agreement and Plan of Merger (Nextpath Technologies Inc)
Directors and Officers. The directors and officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to of whom will 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 (Finisar Corp), Agreement and Plan of Merger (Optium Corp)
Directors and Officers. The directors and officers director(s) of Sub immediately prior to the Effective Time shall be the initial directors and officers 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 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 (Fiberstars Inc /Ca/), Agreement and Plan of Reorganization (Tut Systems Inc)
Directors and Officers. The directors of Sub and the officers of Sub the Company immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to and shall hold office in accordance with the Certificate articles of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation, in each case until their respective successors are duly elected or appointed.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (RCN Corp /De/), Agreement and Plan of Merger (21st Century Telecom Group Inc)
Directors and Officers. The directors and officers of Sub immediately prior to the Effective Time Time, together with any directors of the Company specified by Parent prior to the Effective Time, shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws by-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed (as the case may be) and qualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Exel LTD), Agreement and Plan of Merger (Nac Re Corp)
Directors and Officers. The directors of Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Articles of Incorporation and Bylaws of the Surviving Corporation, and the officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, in each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporationcase until their respective successors are duly elected or appointed.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Ess Technology Inc), Agreement and Plan of Reorganization (Endosonics Corp)
Directors and Officers. The directors and officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to of whom will hold office in accordance with the Certificate Articles of Incorporation and Bylaws of the Surviving Corporation., in each case until their respective successors are duly elected or appointed. ARTICLE II
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Cismas Sorin C), Agreement and Plan of Reorganization (Haber George T)
Directors and Officers. The directors of 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 bylaws of the Surviving Corporation, and the officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, in each to hold office in accordance with case until their respective successors are duly elected or appointed (as the Certificate of Incorporation case may be) and Bylaws of the Surviving Corporationqualified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Igo Corp), Agreement and Plan of Merger (Mobility Electronics Inc)
Directors and Officers. The directors and officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to Corporation and shall hold office in accordance with the Certificate Articles of Incorporation and Bylaws of the Surviving Corporation, in each case until their respective successors are duly elected or appointed.
Appears in 1 contract
Samples: Escrow Agreement (Vantive Corp)
Directors and Officers. The directors of Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the articles of incorporation and by-laws of the Surviving Corporation, and the officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, in each to hold office in accordance with the Certificate of Incorporation case until their respective successors are duly elected or appointed and Bylaws of the Surviving Corporationqualified.
Appears in 1 contract
Directors and Officers. The directors of the Sub immediately prior to the Effective Time and the officers of Sub the Company immediately prior to the Effective Time shall be the initial directors and officers officers, respectively, of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation until their respective successors are duly elected and Bylaws of the Surviving Corporationqualified.
Appears in 1 contract
Directors and Officers. The Except as otherwise determined by Parent prior to the Effective Time, the directors and officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to of whom shall hold office in accordance with the Certificate Articles of Incorporation and Bylaws Code of Regulations of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (HealthWarehouse.com, Inc.)
Directors and Officers. The directors and officers of Sub immediately prior to the Effective Time shall be become the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws of the Surviving Corporation.
Appears in 1 contract
Directors and Officers. The directors and officers of Sub immediately prior to at the Effective Time shall be the initial directors and of the Surviving Corporation. The officers of Sub at 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 (International Wireless Communications Holdings Inc)
Directors and Officers. The directors and officers of Sub ---------------------- immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to of whom will hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation, in each case until their respective successors are duly elected or appointed.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Aspect Development Inc)
Directors and Officers. The directors and officers of Sub immediately ---------------------- prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws By-Laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed (as the case may be) and qualified.
Appears in 1 contract
Directors and Officers. The directors and officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified in the manner provided in the Certificate of Incorporation and Bylaws of the Surviving Corporation and in accordance with applicable law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Essential Therapeutics Inc)
Directors and Officers. The directors and officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate articles of Incorporation incorporation and Bylaws by-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed (as the case may be) and qualified.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Marsh Supermarkets Inc)
Directors and Officers. The directors and officers director(s) of Sub immediately prior ---------------------- to the Effective Time shall be the initial directors and officers director(s) of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws Operating Agreement of the Surviving Corporation. The officers of Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Operating Agreement of the Surviving Corporation.
Appears in 1 contract
Directors and Officers. The directors and officers of Sub immediately ---------------------- prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation, and the officers of Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Applied Micro Circuits Corp)
Directors and Officers. The directors and officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws of the Surviving Corporation, and the officers of the Surviving Corporation shall initially be the persons set forth on Schedule 1.4 hereto, and all other officers of the Surviving Corporation as of the Effective Time, in each case until their respective successors are duly elected or appointed. ARTICLE 2.
Appears in 1 contract
Samples: Agreement and Plan of Merger Agreement and Plan of Merger (Metzler Group Inc)
Directors and Officers. The directors and officers of Acquiror Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation, and the officers of Acquiror Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Senior Tour Players Development Inc)
Directors and Officers. The directors and officers of Acquiror Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified.
Appears in 1 contract
Samples: Merger Agreement (McLeod Inc)
Directors and Officers. The directors and officers of Acquiror Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation, and the officers of Acquiror 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.
Appears in 1 contract
Directors and Officers. The directors and officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws By-Laws of the Surviving Corporation. The officers of Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed (as the case may be) and qualified.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Symbol Technologies Inc)
Directors and Officers. The directors and officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws bylaws of the Surviving Corporation, and the officers of Target immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified. The names of such officers and directors are set forth on Exhibit 1.6.
Appears in 1 contract
Directors and Officers. The directors of Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, each to hold office in accordance with the Articles of Incorporation and Bylaws of the Surviving Corporation. The officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (First Virtual Holdings Inc)
Directors and Officers. The directors director and officers officer of Sub immediately prior to the Effective Time shall be the initial directors director and officers officer of the Surviving Corporation, each to and shall hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation, in each case until his respective successors are duly elected or appointed.
Appears in 1 contract
Directors and Officers. The directors and officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation.. A-1
Appears in 1 contract
Samples: Annex a Agreement and Plan of Merger (Broderbund Software Inc /De/)
Directors and Officers. The directors of Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, and the officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, in each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporationcase until their respective successors are duly elected or appointed.
Appears in 1 contract
Directors and Officers. The directors and officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to and shall hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation, in each case until their respective successors are duly elected or appointed.
Appears in 1 contract
Directors and Officers. The directors and officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate articles of Incorporation incorporation and Bylaws by-laws of the Surviving Corporation, in each case until their respective successors are duly elected or appointed (as the case may be) and qualified.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Apropos Technology Inc)
Directors and Officers. The directors of Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Articles of Incorporation and Bylaws of the Surviving Corporation, and the officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, in each to hold office case until their respective successors are duly elected or appointed and qualified in accordance with the Certificate manner provided in the Articles of Incorporation and Bylaws of the Surviving CorporationCorporation and in accordance with applicable law.
Appears in 1 contract
Directors and Officers. The directors and officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation. The officers of 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 (PMC Sierra Inc)
Directors and Officers. The directors of Sub immediately ---------------------- prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Articles of Incorporation and Bylaws of the Surviving Corporation, and the officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, in each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporationcase until their respective successors are duly elected or appointed.
Appears in 1 contract
Samples: Agreement and Plan (Yahoo Inc)
Directors and Officers. The directors and officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws By-Laws of the Surviving Corporation, and the officers of Sub shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Entex Information Services Inc)
Directors and Officers. The directors and officers of Sub SUB, immediately prior to the Effective Time Time, shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws by-laws of the Surviving Corporation., and the officers of SUB, immediately prior to the Effective Time, shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified. 2.5
Appears in 1 contract
Directors and Officers. The directors and officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving CorporationCorporation at the Effective Time, each to of whom will hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation, in each case until their respective successors are duly elected or appointed.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Finisar Corp)
Directors and Officers. The directors and officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws By-Laws of the Surviving Corporation, and the officers of Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Hayes Lemmerz International Inc)
Directors and Officers. The directors of Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Articles of Incorporation and By-Laws of the Surviving Corporation, and the officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, in each to hold office in accordance with the Certificate of Incorporation case until their respective successors are duly elected or appointed and Bylaws of the Surviving Corporationqualified.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Group Long Distance Inc)
Directors and Officers. The directors and officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed (as the case may be) and qualified.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Gaylord Entertainment Co /De)
Directors and Officers. The directors and officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving CorporationCorporation at the Effective Time, each to of whom will hold office in accordance with the Certificate Articles of Incorporation and Bylaws of the Surviving Corporation, in each case until their respective successors are duly elected or appointed.
Appears in 1 contract
Directors and Officers. The directors director(s) of 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 Articles of Incorporation and Bylaws of the Surviving Corporation. The officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Failure Group Inc)
Directors and Officers. The directors of Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Articles of Organization and Bylaws of the Surviving Corporation, and the officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, in each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporationcase until their respective successors are duly elected or appointed.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Aspect Telecommunications Corp)
Directors and Officers. The directors and officers of Sub ---------------------- immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation.
Appears in 1 contract
Directors and Officers. The directors and officers of Acquiror Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation, and the officers of Acquiror Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified. The names of the directors and officers of Acquiror Sub as of the date hereof are set forth on Schedule 1.5.
Appears in 1 contract
Directors and Officers. The directors and officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation, and the officers of USR immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed.
Appears in 1 contract
Samples: Agreement and Plan of Merger (U S Robotics Corp/De/)
Directors and Officers. The directors and officers of Acquiror Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation, and the individuals set forth in Section 1.05 of the Acquiror Disclosure Schedule shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Choice One Communications Inc)
Directors and Officers. The directors and officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to of whom will hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation., in each case until their respective successors are duly elected or appointed. 2
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Puma Technology Inc)
Directors and Officers. The directors and officers of Sub immediately prior to the ---------------------- Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified in the manner provided in the Certificate of Incorporation and Bylaws of the Surviving Corporation and in accordance with applicable law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Microcide Pharmaceuticals Inc)
Directors and Officers. The directors of Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Articles of Incorporation and Bylaws of the Surviving Corporation. The officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Cybergold Inc)
Directors and Officers. The directors and officers of Acquiror Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws By-Laws of the Surviving Corporation, and the officers of Acquiror Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified.
Appears in 1 contract
Samples: Agreement and Plan of Merger (United Healthcare Corp)
Directors and Officers. The directors and officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to of whom will hold office in accordance with the Certificate amended and restated Articles of Incorporation and Bylaws of the Surviving Corporation, in each case until their respective successors are duly elected or appointed.
Appears in 1 contract
Directors and Officers. The directors and officers of Sub immediately prior to the Effective Time shall be become the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation. Xxxxxx Xxxxx will also be a director and an officer of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Casella Waste Systems Inc)
Directors and Officers. The directors of Sub immediately ---------------------- prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Articles of Incorporation and Bylaws of the Surviving Corporation. The officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Tut Systems Inc)
Directors and Officers. The directors and officers of Sub immediately prior to the Effective Time shall be the initial serve as directors and officers of the Surviving Corporation, each to hold office Corporation following the Effective Time in accordance with the Certificate of Incorporation and Bylaws of the Surviving CorporationCorporation and the SCBCA.
Appears in 1 contract
Samples: Merger Agreement and Plan of Reorganization (U S Trucking Inc)
Directors and Officers. The directors and officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to of whom will hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation., in each case until their respective successors are duly elected or appointed. ARTICLE II
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Finisar Corp)
Directors and Officers. The directors and officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws By-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Hanover Compressor Co)
Directors and Officers. The directors and officers of Sub ---------------------- immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws of the Surviving Corporation.
Appears in 1 contract
Samples: Plan of Merger (Failure Group Inc)
Directors and Officers. The directors and officers of Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to and shall hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporationuntil their respective successors are duly elected or appointed.
Appears in 1 contract
