Board of Directors and Officers of the Surviving Corporation. The directors of Acquisition immediately prior to the Effective Time shall be the directors of the Surviving Corporation, each of such directors to hold office, subject to the applicable provisions of the By-Laws of the Surviving Corporation, until the expiration of the term for which such director was elected and until his or her successor is elected and has qualified or as otherwise provided in the By-Laws of the Surviving Corporation. The officers of Acquisition immediately prior to the Effective Time shall be the officers of the Surviving Corporation until their respective successors are chosen and have qualified or as otherwise provided in the By-Laws of the Surviving Corporation.
Board of Directors and Officers of the Surviving Corporation. The directors of Merger Sub immediately prior to the Effective Time shall become the directors of the Surviving Corporation as of the Effective Time until the earlier of their resignation or removal in accordance with the articles of incorporation and code of regulations of the Surviving Corporation or until their respective successors have been duly elected and qualified, as the case may be. The officers of the Company immediately prior to the Effective Time shall continue as the officers of the Surviving Corporation immediately following the Effective Time until their respective successors are duly appointed and qualified or until their earlier death, resignation or removal in accordance with the articles of incorporation and code of regulations of the Surviving Corporation. The parties acknowledge and agree that following the Effective Time Parent shall cause the board of directors of the Surviving Corporation to include at least two (2) individuals who are “domiciled” (such persons must have resided in Hawaii no less than five (5) years and otherwise be domiciled within the meaning of Section 18-235-1.03 of the Hawaii Administrative Rules) in Hawaii.
Board of Directors and Officers of the Surviving Corporation. (a) The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation immediately after the Effective Time, with each such director to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation, in each case until his or her successor is duly elected or appointed and qualified or until his or her earlier death, resignation or removal.
Board of Directors and Officers of the Surviving Corporation. The directors of the Surviving Corporation shall be as set forth in Section 8.04(b), each to hold office until his or her successor is duly elected and qualified or until his or her earlier death, resignation, or removal. The officers of the Surviving Corporation shall be as set forth in Section 8.04(b) until their respective successors are appointed and qualified or until their earlier death, resignation, or removal.
Board of Directors and Officers of the Surviving Corporation. At the Effective Time, the number of persons constituting the whole Board of Directors of the Surviving Corporation shall be three (3), and each person serving immediately prior to the Effective Time as a director of the Company shall be, and hereby is (effective immediately prior to the Effective Time) removed from office, and each person serving immediately prior to the Effective Time as a director of SVAC shall become at the Effective Time a director of the Surviving Corporation, each of such directors to hold office, subject to the applicable provisions of the Certificate of Incorporation and By-laws of the Surviving Corporation, until the next annual stockholders' meeting of the Surviving Corporation and until his successor shall be duly qualified or until his earlier death, resignation, removal, or disqualification. Each of the officers of the Company immediately prior to the Effective Time shall be and continue upon the Effective Time as an officer of the Surviving Corporation until his respective successor is duly elected or appointed and qualified or until his earlier death, resignation, removal, or disqualification. Section 1.7
Board of Directors and Officers of the Surviving Corporation. The directors of Buyer Subsidiary immediately prior to the Effective Time shall be the directors of the Surviving Corporation, each of such directors to hold office, subject to the applicable provisions of the Certificate of Incorporation and By-Laws of the Surviving Corporation, until the expiration of the term for which such director was elected and until his or her successor is elected and has qualified or as otherwise provided in the Certificate of Incorporation or By-Laws of the Surviving Corporation. The officers of Buyer Subsidiary immediately prior to the Effective Time shall be the officers of the Surviving Corporation until their respective successors are chosen and have qualified or as otherwise provided in the By-Laws of the Surviving Corporation.
Board of Directors and Officers of the Surviving Corporation. (i) On the Effective Date, the board of directors of Franklin, as the Surviving Corporation, shall consist of (A) each person holding such office of Franklin immediately prior to the Effective Date and (B) two (2) persons selected by Xxxxxx’x board of directors prior to the date of mailing the Prospectus/Proxy Statement (the “Xxxxxx Designees”) and subject to (1) compliance with Franklin’s bylaws (including any mandatory retirement or age limitations contained therein), (2) each such person qualifying as an “independent director” as defined by SEC Rule 10A-3 and Nasdaq Rules 4200 and 4350 and any successor rules and regulations thereto, (3) each such person meeting the eligibility requirements for a director of Franklin of any Regulatory Authority relating to Franklin, and (4) approval of such person by Franklin, which approval shall not be unreasonably withheld. Franklin, in its discretion, shall assign one of the Xxxxxx Designees to Class B with a term of office through Franklin’s 2007 annual meeting of shareholders and assign the other Xxxxxx Designee to Class A with a term of office through Franklins 2008 annual meeting of shareholders. Each Xxxxxx Designee shall thereafter hold office for the term to which he or she is appointed and until his or her successor is elected and qualified or otherwise in accordance with applicable law, and the articles of incorporation and bylaws of Franklin; provided, however, that if each such person continues to meet the criteria in (d)(i)(1), (2) and (3) above, and absent a breach of such person’s fiduciary duty to Xxxxxxxx, Xxxxxxxx agrees to re-nominate each Xxxxxx Designee for at least one full three-year term after the expiration of his or her initial term.
Board of Directors and Officers of the Surviving Corporation. (a) The Chief Executive Officer of the Company shall be the sole director of the Surviving Corporation immediately after the Effective Time, and shall hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until his successor is duly elected or appointed and qualified or until his earlier death, resignation or removal.
Board of Directors and Officers of the Surviving Corporation. At the Effective Time, the directors of Buyer immediately prior to the Effective Time, and Xxxxxxx X. XxXxx and another person selected by Seller acceptable to Buyer, shall be the directors of the Surviving Corporation. At the Effective Time, the officers of Buyer immediately prior to the Effective Time shall be the officers of the Surviving Corporation. Such directors and officers shall hold office in accordance with the Surviving Corporation's Certificate of Incorporation and Bylaws.
Board of Directors and Officers of the Surviving Corporation. From and after the Effective Time (until successors are duly elected or appointed and qualified), (i) the directors of MergerSub at the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation. Immediately following the Effective Time, the headquarters of the Surviving Corporation shall be located in Madison, Wisconsin.
