Common use of Officers Clause in Contracts

Officers. The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

Appears in 75 contracts

Samples: Agreement and Plan of Merger (Black Knight, Inc.), Agreement and Plan of Merger (Cti Group Holdings Inc), Agreement and Plan of Merger

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Officers. The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

Appears in 64 contracts

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

Officers. The officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, until the earlier of their resignation or removal or Corporation and shall hold office until their respective successors are duly elected and qualified, as the case may beor their earlier death, resignation or removal.

Appears in 60 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (NewPage Holdings Inc.), Agreement and Plan of Merger (Verso Paper Corp.)

Officers. The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving 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.

Appears in 46 contracts

Samples: Agreement and Plan of Merger (British American Tobacco p.l.c.), Agreement and Plan of Merger (Reynolds American Inc), Agreement and Plan of Merger (Accelrys, Inc.)

Officers. The officers of the Company immediately prior to at the Effective Time shall shall, from and after the Effective Time, be the officers of the Surviving CorporationCorporation until their successors have been duly elected or appointed and qualified or until their earlier death, until the earlier of their resignation or removal or until their respective successors are duly elected in accordance with the Charter and qualified, as the case may beBy-Laws.

Appears in 31 contracts

Samples: Agreement and Plan of Merger (Cubist Pharmaceuticals Inc), Agreement and Plan of Merger (Optimer Pharmaceuticals Inc), Agreement and Plan of Merger (Moscow Cablecom Corp)

Officers. The From and after the Effective Time, the officers of the Company immediately prior to at the Effective Time shall be the officers of the Surviving 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 bequalified in accordance with applicable Law.

Appears in 26 contracts

Samples: Agreement and Plan of Merger (SP Plus Corp), Agreement and Plan of Merger (SP Plus Corp), Agreement and Plan of Merger (Home Point Capital Inc.)

Officers. The officers of the Company immediately prior to at the Effective Time shall shall, from and after the Effective Time, be the officers of the Surviving Corporation, until the earlier of their resignation successors have been duly elected or removal appointed and qualified or until their respective successors are duly elected and qualifiedearlier death, as the case may beresignation or removal.

Appears in 20 contracts

Samples: Agreement and Plan of Merger (BMC Capital, Inc.), Agreement and Plan of Merger (Plan a Promotions, Inc.), Agreement and Plan of Merger (Infinity Energy Resources, Inc)

Officers. The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

Appears in 20 contracts

Samples: Agreement and Plan of Merger (Infrastructure & Energy Alternatives, Inc.), Agreement and Plan of Merger (Continental Building Products, Inc.), Agreement and Plan of Merger (Continental Building Products, Inc.)

Officers. The officers of the Company immediately prior to at the Effective Time of the Merger shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

Appears in 15 contracts

Samples: Agreement and Plan of Merger (Revco D S Inc), Agreement and Plan of Merger (Stant Corp), Revised Acquisition Agreement and Plan of Merger (Clinical Trials Assistance Corp)

Officers. The officers of the Company immediately prior to the Effective Time shall be become the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

Appears in 14 contracts

Samples: Agreement and Plan of Merger (Clear Channel Communications Inc), Agreement and Plan of Merger (Macdonald James L), Agreement and Plan of Merger (Clear Channel Communications Inc)

Officers. The officers of the Company immediately prior to at the Effective Time shall shall, from and after the Effective Time, be the officers of the Surviving CorporationCorporation until their successors shall have been duly elected or appointed and qualified or until their earlier death, until the earlier of their resignation or removal or until their respective successors are duly elected in accordance with the Charter and qualified, as the case may beBylaws.

Appears in 13 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Dyax Corp), Agreement and Plan of Merger (Shire PLC)

Officers. The officers of the Company immediately prior to the Effective Time Closing Date shall be the initial officers of the Surviving Corporation, until the earlier of their resignation or removal or Corporation and shall hold office until their respective successors are duly elected and qualified, as the case may beor their earlier death, resignation or removal.

Appears in 13 contracts

Samples: Agreement and Plan of Merger (Hallwood Group Inc), Agreement and Plan of Merger (Hallwood Trust /Tx/), Agreement and Plan of Merger (Venoco, Inc.)

Officers. The officers of the Company immediately prior to the Effective Time shall shall, from and after the Effective Time, be the officers of the Surviving CorporationCorporation until their successors have been duly elected or appointed and qualified or until their earlier death, until the earlier of their resignation or removal or until their respective successors are duly elected in accordance with the Charter and qualified, as the case may beBylaws.

Appears in 13 contracts

Samples: Agreement and Plan of Merger (ORBCOMM Inc.), Agreement and Plan of Merger (Control4 Corp), Agreement and Plan of Merger (Ultimate Software Group Inc)

Officers. The officers of the Company immediately prior to as of the Effective Time shall be the initial officers of the Surviving Corporation, until the earlier of their resignation or removal or Corporation and shall hold office until their respective successors are duly elected and qualified, as the case may beor their earlier death, resignation or removal.

Appears in 12 contracts

Samples: Agreement and Plan of Merger (Zendesk, Inc.), Agreement and Plan of Merger, Agreement and Plan of Merger (Dresser-Rand Group Inc.)

Officers. The At the Effective Time, the officers of the Company immediately prior to before the Effective Time shall be the officers of the Surviving CorporationCompany, 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.

Appears in 12 contracts

Samples: Agreement and Plan of Merger (Ultra Clean Holdings, Inc.), Agreement and Plan of Merger (Ultra Clean Holdings, Inc.), Agreement and Plan of Merger

Officers. The officers of the Company immediately prior to Acquisition at the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected appointed and qualified, as the case may be.

Appears in 11 contracts

Samples: Escrow Agreement (Empire Energy Corp), Agreement and Plan of Merger (Blue Moon Group Inc), Agreement and Plan of Merger (Reality Wireless Networks Inc)

Officers. The officers of the Company Predecessor in office immediately prior to the Effective Time shall be the officers of the Surviving Corporation, Corporation and will continue to hold office from the Effective Time 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.

Appears in 11 contracts

Samples: Agreement and Plan of Merger (Ultimate Holdings Group, Inc.), Agreement and Plan of Merger (GPL Holdings, Inc.), Agreement and Plan of Merger (C2 Blockchain,Inc.)

Officers. The officers of the Company in office immediately prior to the Effective Time shall be the officers of the Surviving Corporation, Corporation and will continue to hold office from the Effective Time until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualifiedqualified in the manner provided in the Surviving Corporation Charter and Surviving Corporation Bylaws, or as the case may beotherwise provided by law.

Appears in 10 contracts

Samples: Agreement and Plan of Merger (Great Elm Group, Inc.), Agreement and Plan of Merger (Great Elm Capital Group, Inc.), Agreement and Plan of Merger (FirstCash Holdings, Inc.)

Officers. The officers of the Company immediately prior to the Effective Time shall from and after the Effective Time be the initial officers of the Surviving Corporation, until subject to the earlier applicable provisions of their resignation or removal or the by-laws of the Surviving Corporation, until their respective successors are duly elected or appointed and qualifiedqualified in the manner provided in the certificate of incorporation and by-laws of the Surviving Corporation, or until their earlier death, resignation or removal, or otherwise as the case may beprovided by Law.

Appears in 9 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Frederick's of Hollywood Group Inc /Ny/), Agreement and Plan of Merger (FOHG Holdings, LLC)

Officers. The officers of the Company immediately prior to at the Effective Time shall shall, from and after the Effective Time, be the officers of the Surviving CorporationCorporation until their successors shall have been duly elected or appointed and qualified or until their earlier death, until the earlier of their resignation or removal or until their respective successors are duly elected in accordance with the Charter and qualified, as the case may beBy-Laws.

Appears in 9 contracts

Samples: Agreement and Plan of Merger (Federal-Mogul Holdings Corp), Agreement and Plan of Merger (Icahn Enterprises L.P.), Agreement and Plan of Merger (Coleman Cable, Inc.)

Officers. The From and after the Effective Time, the officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

Appears in 8 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Nimble Storage Inc), Agreement and Plan of Merger (Hewlett Packard Enterprise Co)

Officers. The officers of the Company immediately prior to at the Effective Time shall shall, from and after the Effective Time, be the officers of the Surviving CorporationCorporation until their successors shall have been duly elected or appointed and qualified or until their earlier death, until the earlier of their resignation or removal or until their respective successors are duly elected in accordance with the Charter and qualified, as the case may beBylaws.

Appears in 8 contracts

Samples: Agreement and Plan of Merger (Solera Holdings, Inc), Agreement and Plan of Merger (Potomac Electric Power Co), Agreement and Plan of Merger (Exelon Corp)

Officers. The officers of the Company immediately prior to the Effective Time shall shall, from and after the Effective Time, be the officers of the Surviving CorporationCorporation until their successors have been duly elected or appointed and qualified or until their earlier death, until the earlier of their resignation or removal or until their respective successors are duly elected in accordance with the Certificate of Incorporation and qualified, as the case may beBy-Laws.

Appears in 8 contracts

Samples: Agreement and Plan of Merger (Amazon Com Inc), Agreement and Plan of Merger (Audible Inc), Agreement and Plan of Merger (Eon Labs Inc)

Officers. The officers of the Company immediately prior to at the Effective Time shall shall, from and after the Effective Time, be the officers of the Surviving CorporationCorporation until their successors have been duly elected or appointed and qualified or until their earlier death, until the earlier of their resignation or removal or until their respective successors are duly elected in accordance with the Articles and qualified, as the case may beBy-Laws.

Appears in 8 contracts

Samples: Agreement and Plan of Merger (MCN Energy Group Inc), Agreement and Plan of Merger (MCN Energy Group Inc), Agreement and Plan of Merger (Detroit Edison Co)

Officers. The officers of the Company immediately prior to at the Effective Time of the Merger shall be the officers of the Surviving Corporation, Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

Appears in 8 contracts

Samples: Agreement and Plan of Merger (Baa PLC /Fi), Agreement and Plan of Merger (Turner Broadcasting System Inc), Agreement and Plan of Reorganization and Merger (National Information Consortium)

Officers. The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, 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.

Appears in 8 contracts

Samples: Agreement and Plan of Merger (Hill-Rom Holdings, Inc.), Agreement and Plan of Merger (Retek Inc), Agreement and Plan of Merger (Ruby Merger Corp.)

Officers. The officers of the Company immediately prior to before the Effective Time shall will be the officers of the Surviving Corporation after the Effective Time and will hold office at the pleasure of the Board of Directors of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

Appears in 8 contracts

Samples: Plan and Agreement (LHS Group Inc), Plan and Agreement of Merger (BRG Acquisition Corp), Plan and Agreement of Merger (Peth Jack W)

Officers. The officers of the Company immediately prior to the Effective Time shall shall, from and after the Effective Time, be the officers of the Surviving CorporationCorporation until their successors have been duly elected or appointed and qualified or until their earlier death, until the earlier of their resignation or removal or until their respective successors are duly elected in accordance with the Charter and qualified, as the case may beBylaws.

Appears in 8 contracts

Samples: Agreement and Plan of Merger (Aly Nauman A), Vi Agreement and Plan of Merger (Interline Brands, Inc./De), Agreement and Plan of Merger (Providence Equity Partners VI L P)

Officers. The officers of the Company immediately --------- prior to the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

Appears in 7 contracts

Samples: Merger Agreement (Centocor Inc), Agreement and Plan of Merger (Curtis Helene Industries Inc /De/), Agreement and Plan of Merger (Conopco Acquisition Co Inc)

Officers. The officers of the Company immediately prior to shall, from and after the Effective Time shall Time, be the officers of the Surviving CorporationCorporation until their successors have been duly elected or appointed and qualified or until their earlier death, until the earlier of their resignation or removal or until their respective successors are duly elected in accordance with the Surviving Corporation's certificate of incorporation and qualified, as the case may beby-laws.

Appears in 7 contracts

Samples: Agreement and Plan of Merger (I Stat Corporation /De/), Agreement and Plan of Merger (I Stat Corporation /De/), Agreement and Plan of Merger (Illinois Tool Works Inc)

Officers. The officers of the Company immediately prior to the Effective Time shall be be, from and after the Effective Time, the initial officers of the Surviving CorporationCorporation until their successors have been duly appointed and qualified or until their earlier death, until the earlier of their resignation or removal or until their respective successors are duly elected in accordance with the certificate of incorporation and qualified, as bylaws of the case may beSurviving Corporation.

Appears in 7 contracts

Samples: Agreement and Plan of Merger (Shockwave Medical, Inc.), Agreement and Plan of Merger (Ambrx Biopharma, Inc.), Agreement and Plan of Merger (Ambrx Biopharma, Inc.)

Officers. The From and after the Effective Time the officers of the Company as of immediately prior to the Effective Time shall be the officers of the Surviving Corporation, Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

Appears in 6 contracts

Samples: Agreement and Plan of Merger (Novelis Inc.), Agreement and Plan of Merger (Aleris Corp), Agreement and Plan of Merger (Novelis Inc.)

Officers. The officers of the Company immediately prior to the Effective Time shall shall, from and after the Effective Time, be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

Appears in 6 contracts

Samples: Agreement and Plan of Merger (Aimmune Therapeutics, Inc.), Agreement and Plan of Merger (Smith & Nephew PLC), Agreement and Plan of Merger (Osiris Therapeutics, Inc.)

Officers. The Except as may be specified by Parent prior to the Effective Time, the officers of the Company immediately prior to before the Effective Time shall be the officers of the Surviving 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.

Appears in 6 contracts

Samples: Agreement and Plan of Merger (Anixter International Inc), Agreement and Plan of Merger (Wesco International Inc), Agreement and Plan of Merger (Wesco International Inc)

Officers. The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving CorporationCompany as of the Effective Time, until each to hold office in accordance with the earlier certificate of their resignation or removal or incorporation and bylaws of the Surviving Company as amended as of the Effective Time, until their respective successors are duly elected and qualifiedappointed, as the case may beor their earlier death, resignation or removal.

Appears in 6 contracts

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

Officers. The officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, Corporation and shall hold office until the earlier of their death, resignation or removal or until their respective successors are duly elected and qualified, as the case may beremoval.

Appears in 6 contracts

Samples: Ii– Agreement and Plan of Merger (Anchor Gaming), Agreement and Plan of Merger (Sodak Gaming Inc), Execution Copy Agreement and Plan of Merger (International Game Technology)

Officers. The officers of the Company immediately prior to the Effective Time shall shall, from and after the Effective Time, be the officers of the Surviving Corporation, until the earlier of their resignation successors have been duly elected or removal appointed and qualified or until their respective successors are duly elected and qualifiedearlier death, as the case may beresignation or removal.

Appears in 6 contracts

Samples: Agreement and Plan of Merger (MyMD Pharmaceuticals, Inc.), Agreement and Plan of Merger (Protalix BioTherapeutics, Inc.), Agreement and Plan of Merger (Alliqua BioMedical, Inc.)

Officers. The officers of the Company immediately prior to before the Effective Time shall be be, from and after the Effective Time, the officers of the Surviving Corporation, until the earlier of their resignation or removal or Corporation until their respective successors are duly elected or appointed and qualifiedqualified or until their earlier death, as resignation or removal in accordance with the case may beSurviving Charter, the Surviving Bylaws and applicable Law.

Appears in 6 contracts

Samples: Agreement and Plan of Merger (MAGNACHIP SEMICONDUCTOR Corp), Agreement and Plan of Merger (Perry Ellis International, Inc), Agreement and Plan of Merger (Feldenkreis George)

Officers. The officers of the Company immediately prior to at the Effective Time shall be shall, from and after the Effective Time, become the officers of the Surviving Corporation, until the their successors have been duly elected or appointed and qualified or until their earlier of their death, resignation or removal or until their respective successors are duly elected in accordance with the Articles of Incorporation and qualified, as the case may beBylaws.

Appears in 6 contracts

Samples: Agreement and Plan of Merger (Goal Acquisitions Corp.), Agreement and Plan of Merger (BioRestorative Therapies, Inc.), Agreement and Plan of Merger (FG Group Holdings Inc.)

Officers. The officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, until Company and will hold office from the earlier of their resignation or removal or Effective Time until their respective successors are duly elected or appointed and qualified, qualified in the manner provided in the Surviving Company Bylaws or as the case may beotherwise provided by law.

Appears in 6 contracts

Samples: Agreement and Plan of Merger (Rocky Mountain Chocolate Factory Inc), Agreement and Plan of Merger (Rocky Mountain Chocolate Factory, Inc.), Agreement and Plan of Merger (Ada-Es Inc)

Officers. The officers of the Company as of immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, until the earlier of their resignation or removal or Corporation and shall hold office until their respective successors are duly elected and qualified, as the case may beor their earlier death, resignation or removal.

Appears in 6 contracts

Samples: Agreement and Plan of Merger (Bankrate, Inc.), Agreement and Plan of Merger (Bankrate Inc), Agreement and Plan of Merger (BEN Holdings, Inc.)

Officers. The officers of the Company immediately prior to the Effective Time shall shall, from and after the Effective Time, be the officers of the Surviving CorporationCorporation until their successors have been duly elected or appointed and qualified or until their earlier death, until the earlier of their resignation or removal or until their respective successors are duly elected in accordance with the certificate of incorporation and qualified, as bylaws of the case may beSurviving Corporation.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Electro Rent Corp), Agreement and Plan of Merger (Electro Rent Corp), Agreement and Plan of Merger (National Technical Systems Inc /Ca/)

Officers. The From and after the Effective Time, the officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, Corporation and shall hold office until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be, in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, the DGCL and this Agreement.

Appears in 5 contracts

Samples: Agreement (Mikasa Inc), Recapitalization Agreement and Plan of Merger (Westaff Inc), Recapitalization Agreement and Plan of Merger (Cornerstone Equity Investors Iv Lp)

Officers. The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, until Corporation as of the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may beEffective Time.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Hc Investments Inc), Agreement and Plan of Merger (Loctite Corp), Agreement and Plan of Merger (Arnold Palmer Golf Co)

Officers. The officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, until Corporation and will hold office from the earlier of their resignation or removal or Effective Time until their respective successors are duly elected or appointed and qualified, qualified in the manner provided in the Certificate of Incorporation and the Bylaws of the Surviving Corporation or as the case may beotherwise provided by law.

Appears in 5 contracts

Samples: Agreement and Plan of Reorganization (U.S. NeuroSurgical Holdings, Inc.), Merger Agreement (Hca Inc/Tn), Agreement of Merger and Plan of Reorganization (Lumber Liquidators, Inc.)

Officers. The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, Corporation until the earlier of their resignation or removal or until their respective successors are duly elected appointed and qualified, as the case may be.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Information Resources Inc), Document Agreement and Plan of Merger (Information Resources Inc), Document Agreement and Plan of Merger (Information Resources Inc)

Officers. The At the Effective Time, the officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

Appears in 5 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Lmi Aerospace Inc), Agreement and Plan of Merger (TMS International Corp.)

Officers. The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or Corporation until their respective successors are duly elected or appointed and qualifiedqualified in the manner provided in the certificate of incorporation and bylaws of the Surviving Corporation, or until their earlier death, resignation or removal, or otherwise as the case may beprovided by Law.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (ZAIS Group Holdings, Inc.), Agreement and Plan of Merger (C&d Technologies Inc), Agreement and Plan of Merger (Caraco Pharmaceutical Laboratories LTD)

Officers. The From and after the Effective Time, the officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, Corporation and shall hold office until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be, in accordance with the Articles of Incorporation and By-laws of the Surviving Corporation and applicable Law.

Appears in 5 contracts

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

Officers. The From and after the Effective Time, the officers of the Company immediately at the Effective Time, or such other persons as Parent shall select prior to the Effective Time in its sole discretion, shall be the officers of the Surviving 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 bequalified in accordance with applicable Law.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Millennial Media Inc.), Agreement and Plan of Merger (Dealertrack Technologies, Inc), Agreement and Plan of Merger (AOL Inc.)

Officers. The officers of the Company immediately prior to the Effective Time shall shall, from and after the Effective Time, be the officers of the Surviving CorporationCorporation until their successors shall have been duly elected or appointed and qualified or until their earlier death, until the earlier of their resignation or removal or until their respective successors are duly elected in accordance with the Charter and qualified, as the case may beBylaws.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Rue21, Inc.), Agreement and Plan of Merger (Rf Monolithics Inc /De/), Agreement and Plan of Merger (Pharmaceutical Product Development Inc)

Officers. The At the Effective Time, the officers of the Company immediately prior to the Effective Time shall be become the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Cort Business Services Corp), Agreement and Plan of Merger (Sherrill Stephen), Agreement and Plan of Merger (Davco Restaurants Inc)

Officers. The officers of the Company immediately prior to as of the Effective Time shall be the initial officers of the Surviving Corporation, until the earlier of their resignation or removal or Corporation and shall hold office until their respective successors are duly elected and qualified, as the case may beor their earlier death, incapacitation, retirement, resignation or removal.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (ProSight Global, Inc.), Agreement and Plan of Merger (Reliance Steel & Aluminum Co), Agreement and Plan of Merger (Metals Usa Holdings Corp.)

Officers. The officers of the Company immediately prior to the Effective Time shall shall, from and after the Effective Time, be the officers of the Surviving CorporationEntity until their successors have been duly elected or appointed and qualified or until their earlier death, until the earlier of their resignation or removal or until their respective successors are duly elected in accordance with the Certificate of Incorporation and qualified, as the case may beBy-Laws.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (American Land Lease Inc), Agreement and Plan of Merger (GCP Sunshine Acquisition, Inc. A Delaware Corp), Agreement and Plan of Merger (Mci Inc)

Officers. The Unless otherwise determined by Parent prior to the Effective Time, the officers of the Company immediately prior to the Effective Time shall be become, at the Effective Time, the officers of the Surviving Corporation, each to hold office in accordance with the provisions of the bylaws of the Surviving Corporation until the earlier of their resignation or removal successors are duly appointed and qualified, or until their respective successors are duly elected and qualified, as the case may beearlier resignation or removal.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Roper Technologies Inc), Agreement and Plan of Merger, Agreement and Plan of Merger (Infor, Inc.)

Officers. The officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, until the earlier of their resignation or removal or Corporation and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal. Section 1.6 of the Disclosure Schedule sets forth the names and titles of each officer of the Company and each of its Subsidiaries as of the case may bedate hereof.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Happy Kids Inc), Agreement and Plan of Merger (Hk Merger Corp), Agreement and Plan of Merger (Happy Kids Inc)

Officers. The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Circon Corp), Agreement and Plan of Merger (Maxxim Medical Inc), Agreement and Plan of Merger (Octel Communications Corp)

Officers. The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.. ARTICLE II Effect of the Merger on the Capital Stock of the Constituent Corporations; Exchange of Certificates

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Netratings Inc), Agreement and Plan of Merger (Interwave Communications International LTD), Agreement and Plan of Merger (Netratings Inc)

Officers. The At the Effective Time, the officers of the Surviving Corporation will be the officers of the Company as of immediately prior to the Effective Time shall be Time, each to hold office in accordance with the officers Organizational Documents of the Surviving Corporation, until the earlier of their resignation or removal or Corporation until their respective successors are duly elected and qualified, as the case may beappointed.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Ginkgo Bioworks Holdings, Inc.), Agreement and Plan of Merger (Zymergen Inc.), Agreement and Plan of Merger (Del Frisco's Restaurant Group, Inc.)

Officers. The officers of the Company immediately prior to at the Effective Time shall shall, from and after the Effective Time, be the initial officers of the Surviving CorporationCorporation until their successors have been duly elected or appointed and qualified or until their earlier death, until the earlier of their resignation or removal or until their respective successors are duly elected in accordance with the Surviving Corporation's Certificate of Incorporation and qualified, as the case may beBy-Laws.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (General Housewares Corp), Agreement and Plan of Merger (CCPC Holding Co Inc), Agreement and Plan of Merger (Ivex Packaging Corp /De/)

Officers. The From and after the Effective Time, the officers of the Company as of immediately prior to the Effective Time shall be the officers of the Surviving Corporation, Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

Appears in 4 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (United Rentals North America Inc), Agreement and Plan of Merger (BakerCorp International, Inc.)

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Officers. The officers of the Company immediately prior to before the Effective Time shall will be the officers of the Surviving Corporation after the Effective Time and will hold office at the pleasure of the Board of Directors, and in accordance with the By-Laws, of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

Appears in 4 contracts

Samples: Plan and Agreement of Merger (Gr Acquisition Corp), Plan and Agreement of Merger (Garden Ridge Corp), Plan and Agreement of Merger (Lennar Corp /New/)

Officers. The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, until Corporation as of the earlier of their resignation or removal or Effective Time and shall hold office until their respective successors are duly elected and qualified, as the case may beor their earlier death, resignation or removal.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Essilor International /Fi), Agreement and Plan of Merger (Shamir Optica Holdings A.C.S. Ltd.), Agreement and Plan of Merger (Essilor International /Fi)

Officers. The officers of the Company in office immediately prior to the Effective Time shall be the officers of the Surviving Corporation, Corporation and will continue to hold office from the Effective Time until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualifiedqualified in the manner provided in the Surviving Corporation Charter and Surviving Corporation Bylaws, as determined by the case may beboard of directors of the Company, or as otherwise provided by law.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Northwestern Corp), Agreement and Plan of Merger (NorthWestern Energy Group, Inc.), Agreement and Plan of Merger (Mdu Resources Group Inc)

Officers. The officers of the Company immediately prior to the Effective Time shall be become the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Gemstar International Group LTD), Agreement and Plan of Merger (Alltel Corp), Agreement and Plan of Merger (360 Communications Co)

Officers. The officers of the Company immediately prior to the Effective Time Time, from and after the Effective Time, shall be the officers of the Surviving CorporationCompany, until the earlier of their death, resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Invitrogen Corp), Agreement and Plan of Merger (Invitrogen Corp), Agreement and Plan of Merger (Applera Corp)

Officers. The At the Effective Time, the officers of the Company immediately prior to before the Effective Time shall be the officers of the Surviving CorporationCompany, 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, in accordance with the Surviving Company’s articles of association.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Attunity LTD), Agreement and Plan of Merger (Enzymotec Ltd.), Agreement and Plan of Merger (Frutarom LTD)

Officers. The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or each to hold office until their respective successors are duly elected and qualified, as appointed by the case may beboard of directors of the Surviving Corporation or a duly authorized committee thereof.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (BTP Acquisition Company, LLC), Agreement and Plan of Merger (BTP Acquisition Company, LLC), Agreement and Plan of Merger (Image Entertainment Inc)

Officers. The officers of the Company immediately prior to the Effective Time shall shall, from and after the Effective Time, be the officers of the Surviving Corporation, Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as by the case may beSurviving Corporation’s Board of Directors.

Appears in 4 contracts

Samples: Agreement (Sugarmade, Inc.), Agreement and Plan of Merger (Helix TCS, Inc.), Agreement and Plan of Merger (Helix TCS, Inc.)

Officers. The officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, until Corporation and will hold office from the earlier of their resignation or removal or Effective Time until their respective successors are duly elected or appointed and qualified, qualified in the manner provided in the Certificate of Incorporation and the By-laws of the Surviving Corporation or as the case may beotherwise provided by law.

Appears in 4 contracts

Samples: Plan of Reorganization and Merger (Idm Environmental Corp), Agreement and Plan of Merger (United Rentals Inc /De), Agreement and Plan of Reorganization (Big Flower Holdings Inc)

Officers. The At the Effective Time, the officers of the Company as of immediately prior to the Effective Time shall be will become the officers of the Surviving Corporation, until the earlier of their resignation or removal or each to hold office until their respective successors are duly elected appointed or their earlier death, resignation or removal, in each case as provided in the Organizational Documents of the Surviving Corporation and qualified, as the case may beby applicable Law.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (PRGX Global, Inc.), Agreement and Plan of Merger (Otelco Inc.), Agreement and Plan of Merger (Vitamin Shoppe, Inc.)

Officers. The officers of the Company immediately --------- prior to the Effective Time shall be the officers of the Surviving 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.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Schering Berlin Inc), Agreement and Plan of Merger (Tj International Inc), Agreement and Plan of Merger (Weyerhaeuser Co)

Officers. The officers of the Company immediately prior to at the Effective Time shall shall, from and after the Effective Time, continue to be the officers of the Surviving Corporation, until the earlier of their resignation successors have been duly elected or removal appointed and qualified or until their respective successors are duly elected and qualifiedearlier death, as the case may beresignation or removal.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (BTHC Viii Inc), Agreement and Plan of Merger (China Public Security Technology, Inc.), Agreement and Plan of Merger (China Information Security Technology, Inc.)

Officers. The officers of the Company immediately prior to at the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Axys Pharmaceuticals Inc), Agreement and Plan of Merger (Applera Corp), Agreement and Plan of Merger (Axys Pharmaceuticals Inc)

Officers. The officers of the Company immediately prior to at the Effective Time shall shall, from and after the Effective Time, be the officers of the Surviving CorporationCorporation until their successors have been duly elected or appointed and qualified or until their earlier death, until the earlier of their resignation or removal or until their respective successors are duly elected in accordance with the Surviving Corporation's Certificate of Incorporation and qualified, as the case may beBy-Laws.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Tele Communications Inc /Co/), Agreement and Plan of Merger (Tele Communications Inc /Co/), Agreement and Plan of Merger (At&t Corp)

Officers. The officers of the Company immediately prior to the Effective Time shall shall, from and after the Effective Time, be the officers of the Surviving CorporationCorporation until their successors have been duly appointed or until their earlier death, until the earlier of their resignation or removal or until their respective successors are duly elected in accordance with the Charter and qualified, as the case may beBy-Laws.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Andeavor), Agreement and Plan of Merger (Marathon Petroleum Corp), Agreement and Plan of Merger (Tesoro Corp /New/)

Officers. The officers of the Company immediately prior to at the Effective Time shall shall, from and after the Effective Time, be the officers of the Surviving CorporationCorporation until their successors have been duly elected or appointed and qualified or until their earlier death, until the earlier of their resignation or removal or until their respective successors are duly elected in accordance with the Charter and qualified, as the case may beBylaws.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Moore Wallace Inc), Agreement and Plan of Merger (Usf&g Corp), Agreement and Plan of Merger (St Paul Companies Inc /Mn/)

Officers. The officers of the Company immediately prior to at the Effective Time shall shall, from and after the Effective Time, be the officers of the Surviving CorporationCorporation and shall hold office until their successors have been duly appointed and qualified or until their earlier death, until the earlier of their resignation or removal or until their respective successors are duly elected in accordance with the Charter and qualified, as the case may beBy-Laws.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Cbi Industries Inc /De/), Agreement and Plan of Merger (Cbi Industries Inc /De/), Agreement and Plan of Merger (Px Acquisition Corp)

Officers. The officers of the Company immediately prior to at the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected appointed and qualified, as the case may be.

Appears in 4 contracts

Samples: Agreement and Plan of Reorganization (Omnilynx Communications Corp), Agreement and Plan of Merger (International Dairy Queen Inc), Escrow Agreement (Scores Holding Co Inc)

Officers. The officers of the Company immediately prior to before the Effective Time shall will be the officers of the Surviving Corporation after the Effective Time and will hold office at the pleasure of the Board of Directors of the Surviving Corporation and in accordance with the Bylaws of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Armour Residential REIT, Inc.), Agreement and Plan of Merger (Javelin Mortgage Investment Corp.), Agreement and Plan of Merger (CreXus Investment Corp.)

Officers. The officers of the Company immediately prior to the Effective Time shall shall, from and after the Effective Time, be the officers of the Surviving Corporation, until the earlier of their death, resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (K Tron International Inc), Agreement and Plan of Merger (K Tron International Inc), Agreement and Plan of Merger (Hillenbrand, Inc.)

Officers. The officers of the Company immediately prior to the Effective Time shall continue to be the officers of the Surviving Corporation, Entity until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Opticare Health Systems Inc), Agreement and Plan of Merger (Refac), Agreement and Plan of Merger (Refac)

Officers. The officers of the Company immediately prior to at the Effective Time shall shall, from and after the Effective Time, be the initial officers of the Surviving Corporation, until the earlier of their resignation or removal or each to hold office until their respective successors are shall have been duly elected or appointed and qualifiedqualified or until their earlier death, as resignation or removal in accordance with the case may beCharter and the Bylaws.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Penn National Gaming Inc), Agreement and Plan of Merger (Tropicana Las Vegas Hotel & Casino, Inc.), Agreement and Plan of Merger (Dyncorp International Inc.)

Officers. The At the Effective Time, the officers of the Company immediately prior to as of the Effective Time shall be the only officers of the Surviving CorporationCompany, 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.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Gilat Satellite Networks LTD), Agreement and Plan of Merger (Comtech Telecommunications Corp /De/), Agreement and Plan of Merger (Gilat Satellite Networks LTD)

Officers. The officers of the Company immediately prior to shall, from and after the Effective Time shall Time, be the officers of the Surviving CorporationCorporation until their successors have been duly elected or appointed and qualified or until their earlier death, until the earlier of their resignation or removal or until their respective successors are duly elected in accordance with the Surviving Corporation's Certificate of Incorporation and qualified, as the case may beBylaws.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Axys Pharmecueticals Inc), Agreement and Plan of Merger (Discovery Partners International Inc), Agreement and Plan of Merger (Discovery Partners International Inc)

Officers. The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or Corporation and will hold office until their respective successors are duly elected or appointed and qualifiedqualify in the manner provided in the certificate of incorporation or bylaws of the Surviving Corporation or as otherwise provided by law, as the case may beor until their earlier death, resignation or removal.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Real Mex Restaurants, Inc.), Agreement and Plan of Merger (Viasys Healthcare Inc), Agreement and Plan of Merger (Euramax International Inc)

Officers. The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, Corporation until the earlier of their death, resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Jones Apparel Group Inc), Agreement and Plan of Merger (Barneys New York Inc), Agreement and Plan of Merger (CFC International Inc)

Officers. The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be, or as otherwise provided in the Bylaws of the Company.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Colorado Gaming & Entertainment Co), Agreement and Plan of Merger (Ebv Electronics Inc), Agreement and Plan of Merger (Wyle Electronics)

Officers. The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or Corporation and shall hold office until their respective successors are duly elected and qualifiedqualify, as the case may beor their earlier death, resignation or removal.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Allegheny Energy, Inc), Agreement and Plan of Merger (Firstenergy Corp), Agreement and Plan of Merger

Officers. The officers of the Company (each vice president and each other more senior officer) immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, until the earlier of their resignation or removal or Corporation and shall hold office until their respective successors are duly elected and qualified, as or their earlier death, resignation or removal in accordance with the case may becertificate of formation and bylaws of the Surviving Corporation.

Appears in 3 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Silverleaf Resorts Inc), Agreement and Plan of Merger (Silverleaf Resorts Inc)

Officers. The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected appointed and qualified, as the case may be.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Compudyne Corp), Agreement and Plan of Merger (Onex Corp), Agreement and Plan of Merger (Compudyne Corp)

Officers. The officers of the Company immediately prior to -------- the Effective Time shall be the officers of the Surviving Corporation, until Corporation and will hold office from the earlier of their resignation or removal or Effective Time until their respective successors are duly elected or appointed and qualified, as qualified in accordance with the case may beCertificate of Incorporation and By-Laws of the Surviving Corporation.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Marmon Holdings Inc), Agreement and Plan of Merger (Tie Acquisition Co), Agreement and Plan of Merger (Pritzker Family Philanthropic Fund)

Officers. The officers of the Company immediately prior to before the Effective Time shall be the officers of the Surviving 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.

Appears in 3 contracts

Samples: Transaction Agreement (Avid Technology, Inc.), Merger Agreement (Avaya Inc), Merger Agreement (Radvision LTD)

Officers. The officers of the Company immediately prior to the Effective Time shall shall, from and after the Effective Time, be the officers of the Surviving CorporationCorporation until their successors have been duly elected or appointed and qualified or until their earlier death, until the earlier of their resignation or removal or until their respective successors are duly elected in accordance with the Articles of Incorporation and qualified, as the case may beBylaws of the Surviving Corporation.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (American General Corp /Tx/), Agreement and Plan of Merger (American General Corp /Tx/), Agreement and Plan of Merger (American General Corp /Tx/)

Officers. The officers of the Company immediately prior to at the Effective Time shall be the officers of the Surviving Corporation, Company and shall hold office until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Superior Energy Services Inc), Agreement and Plan of Merger (Digital Imaging Resources Inc.), Agreement and Plan of Merger (Warrior Energy Services CORP)

Officers. The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving CorporationCompany, 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.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Warner Music Group Corp.), Agreement and Plan of Merger (Sun Communities Inc), Agreement and Plan of Merger (Lazard LTD)

Officers. The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, each to hold office in accordance with the Articles of Association 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.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (E-House (China) Holdings LTD), Agreement and Plan of Merger (China Real Estate Information Corp), Agreement and Plan of Merger (Funtalk China Holdings LTD)

Officers. The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or Corporation until their respective successors are duly elected and qualified, as the case may be.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Infousa Inc), Agreement and Plan of Merger (Opinion Research Corp), Agreement and Plan of Merger (Piercing Pagoda Inc)

Officers. The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or Corporation and shall hold office until their respective successors are duly elected and qualified, as the case may beor their earlier death, resignation or removal.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Medianet Group Technologies Inc), Agreement and Plan of Merger (Medianet Group Technologies Inc), Agreement and Plan of Merger (Hilfiger Tommy Corp)

Officers. The officers of the Company immediately prior to at the Effective Time shall shall, from and after the Effective Time, be the initial officers of the Surviving CorporationCorporation until their successors have been duly elected or appointed and qualified or until their earlier death, until the earlier of their resignation or removal or until their respective successors are duly elected in accordance with the Surviving Corporation's Articles of Incorporation and qualified, as the case may beBy-Laws.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Giddings & Lewis Inc /Wi/), Agreement and Plan of Merger (Taqu Inc), Agreement and Plan of Merger (Medalist Industries Inc)

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