Board of Directors of Surviving Corporation. The Board of Directors of the Surviving Corporation shall consist of the Board of Directors of Merger Sub, as it existed immediately prior to the Effective Time, until changed in accordance with applicable law. Each of the members of the Board of Directors of the Company shall tender his or her resignation as a director of the Company, to be effective at the Effective Time.
Board of Directors of Surviving Corporation. (a) As of the Effective Time, the number of directors of Merkxxx xxxll be fixed at nine (9). As of the Effective Time, four (4) of the directors of Merkxxx xxxll be Geraxx X. Xxxxxxx, Xxwaxx X. Xxxxx XXX, Jamex X. Xxxxxx xxx Jamex X. Xxxxxxxxxxx (xxe foregoing four (4) individuals being referred to herein collectively as the "Merkxxx Xxxignees"). As of the Effective Time, the remaining five (5) directors of Merkxxx xxxll be John X. Xxxxxx, Xxck X. Xxxxxx, Xxmoxxx X. Xxxx xxx Ronaxx X. Xxxxxxxx xxx one (1) individual (the "Independent Director") designated by RMSI prior to the Effective Time who shall not be an employee of either RMSI or Merkxxx xxx shall otherwise be reasonably acceptable to Merkxxx (xxe foregoing five (5) individuals being referred to herein collectively as the "RMSI Designees").
(b) At the Effective Time, the Second Amended and Restated Certificate of Incorporation of Merkxxx xxxll be amended as set forth in Exhibit C-1 attached hereto (the "Board Amendment") so that the Board of Directors of Merkxxx xxxll be divided into three (3) classes, and the directors of each class of the Board of Directors of Merkxxx xxxll be as follows (subject to the provisions of this Section 1.6):
Board of Directors of Surviving Corporation. At the Effective Time, each of the persons listed on Schedule C attached hereto shall be elected to the Board of Directors of the Surviving Corporation; provided that, New Holdco may, in its sole discretion, designate a member of the Company's Board of Directors (a "Company Nominee") to join the Board of Directors of the Surviving Corporation at the Effective Time. In the event that New Holdco designates a Company Nominee, and the Company Nominee agrees to serve on the Board of Directors of the Surviving Corporation, the Surviving Corporation shall take all actions necessary and appropriate to appoint the Company Nominee to the Board of Directors of the Surviving Corporation as of the Effective Time, including, without limitation, expanding the size of its Board of Directors by one (1) seat or causing one of its directors to resign as of the Effective Time.
Board of Directors of Surviving Corporation. At the Effective Time, the directors of the Surviving Corporation shall be comprised of the directors of Merger Sub.
Board of Directors of Surviving Corporation. The directors of MBI immediately prior to the Effective Time shall be, from and after the Effective Time, the directors of the Surviving Corporation until their respective successors shall have been elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation's Articles of Incorporation and Bylaws.
Board of Directors of Surviving Corporation. At the Effective Time, Xxxxx Xxxxxxx shall be elected as the sole director of Surviving Corporation, to serve until the earlier of his removal or resignation.
Board of Directors of Surviving Corporation. At the Effective Time and continuing thereafter, the members of the Board of Directors of Newco immediately prior to the Effective Time shall be the members of the Board of Directors of the Surviving Corporation until such board may be changed or reconstituted as provided by the Articles of Incorporation or Bylaws of the Surviving Corporation, or by law.
Board of Directors of Surviving Corporation. (a) As of the Effective Time, the number of directors of Xxxxxxx shall be fixed at nine (9). As of the Effective Time, four (4) of the directors of Xxxxxxx shall be Xxxxxx X. Xxxxxxx, Xxxxxx X. Xxxxx III, Xxxxx X. Xxxxxx and Xxxxx X. Xxxxxxxxxxx (the foregoing four (4) individuals being referred to herein collectively as the "Xxxxxxx Designees"). As of the Effective Time, the remaining five (5) directors of Xxxxxxx shall be Xxxx X. Xxxxxx, Xxxx X. Xxxxxx, Xxxxxxx X. Xxxx and Xxxxxx X. Xxxxxxxx and one (1) individual (the "Independent Director") designated by RMSI prior to the Effective Time who shall not be an employee of either RMSI or Xxxxxxx and shall otherwise be reasonably acceptable to Xxxxxxx (the foregoing five (5) individuals being referred to herein collectively as the "RMSI Designees").
(b) At the Effective Time, the Second Amended and Restated Certificate of Incorporation of Xxxxxxx shall be amended as set forth in Exhibit C-1 attached hereto (the "Board Amendment") so that the Board of Directors of Xxxxxxx shall be divided into three (3) classes, and the directors of each class of the Board of Directors of Xxxxxxx shall be as follows (subject to the provisions of this Section 1.6): Class Designee Term Expires
(c) Xxxxxxx and RMSI agree that in the event that any Xxxxxxx Designee is unable or otherwise fails to serve, for any reason, as a director of Xxxxxxx at the Effective Time, Xxxxxxx shall have the right to designate another individual to serve as a director of Xxxxxxx at the Effective Time in place of such Xxxxxxx Designee (or if a vacancy shall be deemed to have occurred in respect thereof, Xxxxxxx shall have the right to fill such vacancy, notwithstanding any other provision to the contrary contained herein); provided, however, that such individual shall be reasonably satisfactory to RMSI. Xxxxxxx and RMSI shall each cause such designee of Xxxxxxx to be elected to the Board of Directors of Xxxxxxx at the Effective Time in place of such Xxxxxxx Designee.
(d) Xxxxxxx and RMSI agree that in the event that any RMSI Designee is unable or otherwise fails to serve, for any reason, as a director of Xxxxxxx at the Effective Time, RMSI shall have the right to designate another individual to serve as a director of Xxxxxxx at the Effective Time in place of such RMSI Designee (or if a vacancy shall be deemed to have occurred in respect thereof, RMSI shall have the right to fill such vacancy, notwithstanding any other provision to the contrary contai...
Board of Directors of Surviving Corporation. The parties hereto shall take all actions necessary so that from and after the Effective Time, the directors of Merger Sub in office immediately prior to the Effective Time shall be the directors of the Surviving Corporation to serve in accordance with the bylaws of the Surviving Corporation until their respective successors shall have been duly elected and qualified.
Board of Directors of Surviving Corporation. At the Effective Time, each of the members of the Board of Directors of the Company immediately prior to the Effective Time shall be removed and, concurrently with such removal, the directors of Merger Sub shall become the directors of Surviving Corporation, each to serve until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with Surviving Corporation's Certificate of Incorporation and By-Laws.
