Common use of Board of Directors; Officers Clause in Contracts

Board of Directors; Officers. (a) At or prior to the Effective Time, each of the Company and Parent agrees to take such action as is necessary to cause the number of directors comprising the full Board of Directors of Parent to be nine persons, including (i) six of the current members of Parent's Board of Directors (or, if fewer than six of the current members of Parent's Board of Directors are available or willing to serve as a director of Parent after the Effective Time, such replacement directors as may be nominated by the remaining members of Parent's Board of Directors in accordance with the Bylaws of Parent) (the "PARENT DESIGNEES") and (ii) three of the Company's current directors nominated by the Company (or, if fewer than three of the current members of the Company's Board of Directors are available or willing to serve as a director of Parent after the Effective Time, such replacement directors as may be nominated by the remaining directors of the Company) (the "COMPANY DESIGNEES"). (b) From and after the Effective Time, and until successors are duly elected or appointed and qualified in accordance with applicable law, the following persons (the "PARENT OFFICERS") shall hold the titles indicated at Parent and shall serve at the pleasure of the Board of Directors of Parent: Chief Executive Officer T. H. Tan Chief Operating Officer Ronaxx X. Xxxxxxx Chief Technical Officer Michxxx X. Xxxxxx Chief Financial Officer Edwaxx Xxxxxxx

Board of Directors; Officers. (a) At or prior to the Effective Time, each of the Company and Parent agrees to take such action as is necessary to cause the number of directors comprising the full Board of Directors of Parent to be nine persons, including (i) six of the current members of Parent's Board of Directors (or, if fewer than six of the current members of Parent's Board of Directors are available or willing to serve as a director of Parent after the Effective Time, such replacement directors as may be nominated by the remaining members of Parent's Board of Directors in accordance with the Bylaws of Parent) (the "PARENT DESIGNEES") and (ii) three of the Company's current directors nominated by the Company (or, if fewer than three of the current members of the Company's Board of Directors are available or willing to serve as a director of Parent after the Effective Time, such replacement directors as may be nominated by the remaining directors of the Company) (the "COMPANY DESIGNEES"). (b) From and after the Effective Time, and until successors are duly elected or appointed and qualified in accordance with applicable law, the following persons (the "PARENT OFFICERS") shall hold the titles indicated at Parent and shall serve at the pleasure of the Board of Directors of Parent: Chief Executive Officer T. H. Tan Chief Operating Officer Ronaxx Rxxxxx X. Xxxxxxx Chief Technical Officer Michxxx Mxxxxxx X. Xxxxxx Chief Financial Officer Edwaxx XxxxxxxXxxxxx ARTICLE VI CONDITIONS TO THE MERGER 6.1 Conditions to Obligations of Each Party to Effect the Merger. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions: