Common use of Board of Directors of Surviving Corporation Clause in Contracts

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. (a) As of the Effective Time, the number of directors of Merkxxx xxxll Xxxxxxx shall be fixed at nine (9). As of the Effective Time, four (4) of the directors of Merkxxx xxxll Xxxxxxx shall be Geraxx Xxxxxx X. Xxxxxxx, Xxwaxx Xxxxxx X. Xxxxx XXXIII, Jamex Xxxxx X. Xxxxxx xxx Jamex and Xxxxx X. Xxxxxxxxxxx (xxe the foregoing four (4) individuals being referred to herein collectively as the "Merkxxx XxxigneesXxxxxxx Designees"). As of the Effective Time, the remaining five (5) directors of Merkxxx xxxll Xxxxxxx shall be John Xxxx X. Xxxxxx, Xxck Xxxx X. Xxxxxx, Xxmoxxx Xxxxxxx X. Xxxx xxx Ronaxx and Xxxxxx X. Xxxxxxxx xxx 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 Merkxxx xxx Xxxxxxx and shall otherwise be reasonably acceptable to Merkxxx Xxxxxxx (xxe 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 Merkxxx xxxll Xxxxxxx shall be amended as set forth in Exhibit C-1 ----------- attached hereto (the "Board Amendment") so that the Board of Directors of Merkxxx xxxll Xxxxxxx shall be divided into three (3) classes, and the directors of each class of the Board of Directors of Merkxxx xxxll Xxxxxxx shall be as follows (subject to the provisions of this Section 1.6):

Board of Directors of Surviving Corporation. (a) As of the Effective Time, the number of directors of Merkxxx xxxll Xxxxxxx shall be fixed at nine (9). As of the Effective Time, four (4) of the directors of Merkxxx xxxll Xxxxxxx shall be Geraxx Xxxxxx X. Xxxxxxx, Xxwaxx Xxxxxx X. Xxxxx XXXIII, Jamex Xxxxx X. Xxxxxx xxx Jamex and Xxxxx X. Xxxxxxxxxxx (xxe the foregoing four (4) individuals being referred to herein collectively as the "Merkxxx XxxigneesXxxxxxx Designees"). As of the Effective Time, the remaining five (5) directors of Merkxxx xxxll Xxxxxxx shall be John Xxxx X. Xxxxxx, Xxck Xxxx X. Xxxxxx, Xxmoxxx Xxxxxxx X. Xxxx xxx Ronaxx and Xxxxxx X. Xxxxxxxx xxx 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 Merkxxx xxx Xxxxxxx and shall otherwise be reasonably acceptable to Merkxxx Xxxxxxx (xxe 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 Merkxxx xxxll Xxxxxxx shall be amended as set forth in Exhibit ------- C-1 attached hereto (the "Board Amendment") so that the Board of Directors of Merkxxx xxxll --- Xxxxxxx shall be divided into three (3) classes, and the directors of each class of the Board of Directors of Merkxxx xxxll Xxxxxxx shall be as follows (subject to the provisions of this Section 1.6):