Boards, Committees and Officers. Prior to the Effective Time, Interiors shall adopt resolutions in the form attached hereto as part of Exhibit A, establishing the Board of Interiors and committees thereof from and after the Effective Time. From and after the Effective Time, the members of the Board of Directors, the committees of the Board of Directors, the composition of such committees (including chairmen thereof) and the officers of the Surviving Corporation shall be as set forth on or designated in accordance with the Surviving Certificate of Incorporation, the Surviving Bylaws and Exhibit A hereto until the earlier of the resignation or removal of any individual set forth on or designated in accordance with the Surviving Certificate of Incorporation, the Surviving Bylaws and Exhibit A or until their respective successors are duly elected and qualified, as the case may be, or until as otherwise provided in the Surviving Certificate of Incorporation, the Surviving Bylaws and Exhibit A. If any officer set forth on or designated in accordance with Exhibit A ceases to be a full-time employee of either Decor or Interiors at or before the Effective Time, Interiors, in the case of any such employee of Interiors on the date hereof or any such employee to be designated by Interiors, or Decor, in the case of any such employee of Decor on the date hereof or any such employee to be designated by Decor, shall designate another person to serve in such person's stead.
Boards, Committees and Officers. Prior to the Effective Time, Explorations shall adopt resolutions in form and substance reasonably acceptable to Hawk Biometric, establishing, among other things that, the Board of Directors and Officers of Explorations and Hawk Biometric from and after the Effective Time shall be comprised solely of the nominees of Hawk Biometric.
Boards, Committees and Officers. The Board of Directors, committees of the Board of Directors, composition of such committees (including chairmen thereof) and officers of Sub as of the Effective Time will serve as such as the directors and officers of the Surviving Corporation until the earlier of the resignation or removal of any such individual or until their respective successors are duly elected and qualified, as the case may be.
Boards, Committees and Officers. The Chairman and Chief Executive Officer of Travelers and the Chairman of Citicorp shall serve as the Co-Chairmen and Co-Chief Executive Officers of the Surviving Corporation. Prior to the Effective Time, Travelers and Citicorp shall mutually determine the other individuals who will serve as officers of the Surviving Corporation. Such officers shall be appointed by the Board of Directors of the Surviving Corporation in accordance with its by-laws. The initial Board of Directors and committees of the Board of Directors of the Surviving Corporation shall be constituted of an equal number of directors designated by each of Travelers and Citicorp, with the total number of directors comprising the initial Board of Directors of the Surviving Corporation to equal twenty-four (all of whom, other than the Co-Chairmen, shall be outside directors).
Boards, Committees and Officers. Prior to the Effective Time, DAMH shall adopt resolutions in form and substance reasonably acceptable to OSO, establishing, among other things that, the Board of Directors and Officers of DAMH from and after the Effective Time shall be comprised solely of the nominees of OSO.
Boards, Committees and Officers. At the Effective Time, the Board of Directors, committees of the Board of Directors, composition of such committees (including chairmen thereof) and certain officers of the Surviving Corporation (as indicated in Exhibit A) shall be as set forth on Exhibit A until the earlier of the resignation or removal of any individual listed on or designated in accordance with Exhibit A or until their respective successors are duly appointed or elected and qualified, as the case may be. If any officer listed on or appointed in accordance with Exhibit A ceases to be a full-time employee of Bay or Avalon prior to the Effective Time, or if any director, committee member or committee chairman listed or designated on Exhibit A is not serving as a director at the Effective Time, the Board of Directors of Bay or Avalon, as the case may be, after consultation with the other party, shall designate another person to serve in such person's stead in accordance with Exhibit A.
Boards, Committees and Officers. The individuals serving as the members of the Board of Directors, committees of the Board of Directors (including chairmen thereof) and officers of RECO as of the Effective Time will serve as such for the Surviving Corporation until the earlier of the resignation or removal of any such individual or until their respective successors are duly elected and qualified, as the case may be.
Boards, Committees and Officers. The Board of Directors, committees of the Board of Directors, composition of such committees (including chairmen thereof) and officers of the Surviving Corporation shall be as set forth on or designated in accordance with Exhibit B hereto until the earlier of the resignation or removal of any individual set forth on or designated in accordance with Exhibit B or until their respective successors are duly elected and qualified, as the case may be, it being agreed that if any director shall be unable to serve as a director (including as a member or chairman of any committee) at the Effective Time the party which designated such individual as indicated in Exhibit B shall designate another individual to serve in such individual's place. If any officer set forth on or designated in accordance with Exhibit B ceases to be a full-time employee of either MS or DWD at or before the Effective Time, the parties will agree upon another person to serve in such person's stead.
Boards, Committees and Officers. At the Effective Time, the Board of Directors, committees of the Board of Directors, composition of such committees (including chairmen thereof) and certain officers of the Surviving Corporation (as indicated on Exhibit E) shall be as set forth on Exhibit E until the earlier of the resignation or removal of any individual listed on or designated in accordance with Exhibit E or until their respective successors are duly appointed or elected and qualified, as the case may be. Hughes shall create, effective from and after the Effective Txxx, xhe following three new committees: a Management Transition Committee which shall be responsible for supervising and implementing the integration of the businesses, facilities, functions and employees of Hughes, Raytheon and the Defense Systems and Electronics busixxxx xf Texas Instruments Incorporated to be acquired by Raytheon, which shall be chaired by an individual who prior to the Effective Time is an executive officer of Hughes; a Board Transition Committee which shall be responsibxx xxx resolving issues relating to such integration at the Board of Directors level; and a Defense Business Executive Council which shall supervise and manage the combined defense businesses of Hughes, Raytheon and the Defense Systems and Electronics busixxxx xf Texas Instruments Incorporated to be acquired by Raytheon, on an ongoing basis and shall serve as a vehicle for planning, communication and decision making on issues involving such combined businesses. The composition of such committees also shall be as set forth on Exhibit E until the earlier of the resignation or removal of any individual listed on or designated in accordance with Exhibit E or until their respective successors are duly appointed or elected and qualified, as the case may be. If any officer listed on or appointed in accordance with Exhibit E ceases to be a full-time employee of Hughes or Raytheon prior to the Effective Time, or if any dirxxxxx, committee member or committee chairman listed or designated on Exhibit E is not available to serve as such at the Effective Time, the parties shall agree upon another person to serve in such person's stead. On or prior to the Effective Time, Hughes, to the extent necessary, shall deliver to Raytheon evxxxxxx of the resignations of the directors of Hughes not so designated to be continuing to serve as directoxx xx the Surviving Corporation, such resignations to be effective as of the Effective Time.
Boards, Committees and Officers. At the Control Date, the Board of Directors, committees of the Board of Directors, composition of such committees (including chairmen thereof) and officers of White and/or the Surviving Corporation (as indicated on Exhibit A hereto) shall be as set forth on Exhibit A hereto until the earlier of the resignation or removal of any individual listed on or designated in accordance with Exhibit A or until their respective successors are duly elected and qualified, as the case may be, it being agreed that, if any director shall be unable to serve as a director (including as a member or chairman of any committee), the party which designated such individual as indicated in Exhibit A shall designate another individual to serve in such individual's place. If any officer listed on or appointed in accordance with Exhibit A ceases to be a full-time employee of Green or White, as applicable, prior to the Control Date, the parties shall agree upon another person to serve in such person's stead. The committees of the Board of Directors of White shall have such authority as may, subject to applicable law, be delegated to them by the Board of Directors of White.
