Common use of Officers and Directors of the Surviving Corporation Clause in Contracts

Officers and Directors of the Surviving Corporation. Subject to applicable Law, the directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office until their respective successors are duly elected 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 and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.

Appears in 2 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (WHITEWAVE FOODS Co)

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Officers and Directors of the Surviving Corporation. Subject to applicable Law(a) From and after the Effective Time, the directors of Merger Sub immediately prior to at the Effective Time shall be the initial directors of the Surviving Corporation and shall Corporation, each to hold office until their respective successors are shall have been duly elected and qualifiedelected, designated or qualified or until their earlier death, resignation or removal. The officers removal in accordance with the certificate of Merger Sub immediately prior to the Effective Time shall be the initial officers incorporation and bylaws of the Surviving Corporation and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removalCorporation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Elanco Animal Health Inc), Agreement and Plan of Merger (Kindred Biosciences, Inc.)

Officers and Directors of the Surviving Corporation. Subject to applicable Law, the The officers and directors of Merger Sub immediately prior to the Effective Time shall be the initial officers and directors of the Surviving Corporation immediately after the Effective Time and shall hold office until their respective successors are duly appointed or elected 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 and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removalin accordance with applicable law.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Intertrust Technologies Corp), Agreement and Plan of Merger (Fidelio Acquisition Co LLC)

Officers and Directors of the Surviving Corporation. Subject to applicable Law, the The officers and directors of Merger Sub immediately prior to the Effective Time shall be the initial officers and directors of the Surviving Corporation immediately after the Effective Time and shall hold office until their respective successors are duly appointed or elected 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 and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removalin accordance with Applicable Laws.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Omnicare Inc), Agreement and Plan of Merger (Omnicare Inc)

Officers and Directors of the Surviving Corporation. Subject to applicable Law, the The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation Corporation, and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal. The the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation and shall Corporation, each to hold office in accordance with the certificate of incorporation and by-laws of the Surviving Corporation, in each case until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.

Appears in 2 contracts

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

Officers and Directors of the Surviving Corporation. Subject to applicable Law, the directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office until their respective successors are duly elected 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 Corporation, and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Analog Devices Inc), Agreement and Plan of Merger (Linear Technology Corp /Ca/)

Officers and Directors of the Surviving Corporation. Subject to applicable Law, the (a) The directors of the Merger Sub immediately prior to the Effective Time shall will be the initial directors of the Surviving Corporation Corporation, and they shall hold office until their respective successors are duly elected and qualified, or appointed or qualified or until their earlier death, resignation or removal. The officers removal in accordance with the Certificate of Merger Sub immediately prior Incorporation and By-laws as in effect from time to the Effective Time shall be the initial officers time of the Surviving Corporation and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removalCorporation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Three Cities Fund Ii Lp), Agreement and Plan of Merger (Three Cities Fund Ii Lp)

Officers and Directors of the Surviving Corporation. Subject to applicable Law, the The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office until their respective successors are duly elected 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 and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Inventure Foods, Inc.)

Officers and Directors of the Surviving Corporation. Subject to applicable Law, the The officers and directors of Merger Sub immediately prior to the Effective Time shall be the initial directors officers and directors, respectively, of the Surviving Corporation (holding the same respective offices), each to hold such office or offices until such person’s respective successor is duly elected or appointed and qualified in accordance with the provisions of the Certificate of Incorporation and Bylaws of the Surviving Corporation and shall hold office until their respective successors are duly elected and qualifiedthe DGCL, 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 and shall hold office until their respective successors are duly elected and qualified, or their such person’s earlier death, resignation or removal.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Powersecure International, Inc.)

Officers and Directors of the Surviving Corporation. Subject to applicable Law, the The directors of Merger Sub immediately prior to and the officers of the Company at the Effective Time shall shall, from and after the Effective Time, be the initial directors and officers, respectively, of the Surviving Corporation and shall hold office until their respective successors are have been duly elected or appointed and qualified, qualified or until their earlier death, resignation or removal. The officers of Merger Sub immediately prior to removal in accordance with the Effective Time shall be the initial officers of the Surviving Corporation Certificate and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removalBy-Laws.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Intermagnetics General Corp)

Officers and Directors of the Surviving Corporation. Subject to applicable Law, At the Effective Time (i) the directors of Merger Sub immediately prior to the Effective Time shall be become the initial directors of the Surviving Corporation Corporation, and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal. The (ii) the officers of Merger Sub the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office Corporation, in each case until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, or their earlier death, resignation or removalqualified in accordance with and subject to Applicable Law and the certificate of incorporation and bylaws of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Si International Inc)

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Officers and Directors of the Surviving Corporation. Subject to applicable LawAs of the Effective Time, the then current directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office Corporation, in each case to serve until their respective successors are duly elected and qualifiedor appointed in accordance with the Bylaws of the Surviving Corporation. As of the Effective Time, or their earlier death, resignation or removal. The the then current officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office Corporation, to serve in each case until their respective successors are duly elected and qualified, or their earlier death, resignation or removalappointed in accordance with the Bylaws of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Focus Affiliates Inc)

Officers and Directors of the Surviving Corporation. Subject to applicable Law, the The officers and directors of Merger Sub immediately prior to the Effective Time shall be the initial officers and directors of the Surviving Corporation and shall (holding the same respective offices), each to hold such office or offices until their his respective successors are successor is duly elected or appointed and qualified, or their earlier death, resignation or removal. The officers qualified in accordance with the provisions of Merger Sub immediately prior to the Effective Time shall be the initial officers Articles of Incorporation and Bylaws of the Surviving Corporation and shall hold office until their respective successors are duly elected and qualifiedapplicable law, or their until his earlier death, resignation or removal.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Metretek Technologies Inc)

Officers and Directors of the Surviving Corporation. Subject to applicable Law, the directors managers of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office until their respective successors are duly elected 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 and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Heska Corp)

Officers and Directors of the Surviving Corporation. Subject to applicable Law, the directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office until their respective successors are duly elected 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 and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Vca Inc)

Officers and Directors of the Surviving Corporation. Subject to applicable Law, At the Effective Time (i) the directors of Merger Sub immediately shall continue as the directors of the Surviving Corporation, and (ii) the officers of the Company shall be the individuals and shall hold the respective offices designated in writing by Parent to the Company prior to the Effective Time shall be Time, in each case until the initial directors earlier of the Surviving Corporation and shall hold office their resignation or removal or until their respective successors are duly elected or appointed and qualified, or their earlier death, resignation or removal. The officers qualified in accordance with and subject to Applicable Law and the Certificate of Merger Sub immediately prior to the Effective Time shall be the initial officers Incorporation and Bylaws of the Surviving Corporation and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removalCorporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Webmethods Inc)

Officers and Directors of the Surviving Corporation. Subject to applicable Law, the The officers and directors of Merger Sub immediately prior to the Effective Time shall be the initial officers and directors of the Surviving Corporation immediately after the Effective Time, and shall hold office until their respective successors are duly elected in accordance with the Certificate of Incorporation 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 By-Laws of the Surviving Corporation and shall hold office until their respective successors are duly appointed or elected and qualified, or their earlier death, resignation or removalin accordance with applicable law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Applied Digital Solutions Inc)

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