Common use of Boards, Committees and Officers Clause in Contracts

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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Interiors Inc)

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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 By-laws 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 By-laws 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 By-laws 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Interiors Inc)

Boards, Committees and Officers. Prior to the Effective Time, Interiors CUC shall adopt resolutions in the form attached hereto as part of Exhibit AB, establishing the Board of Interiors CUC 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 IncorporationRestated Certificate, the Surviving Bylaws Restated By-laws and Exhibit A B hereto until the earlier of the resignation or removal of any individual set forth on or designated in accordance with the Surviving Certificate of IncorporationRestated Certificate, the Surviving Bylaws Restated By-laws and Exhibit A B 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 IncorporationRestated Certificate, the Surviving Bylaws Restated By-laws and Exhibit A. B. If any officer set forth on or designated in accordance with Exhibit A B ceases to be a full-full- time employee of either Decor HFS or Interiors CUC at or before the Effective Time, InteriorsCUC, in the case of any such employee of Interiors CUC on the date hereof or any such employee to be designated by InteriorsCUC, or DecorHFS, in the case of any such employee of Decor HFS on the date hereof or any such employee to be designated by DecorHFS, shall designate another person to serve in such person's stead.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cuc International Inc /De/)

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Boards, Committees and Officers. Prior to the Effective Time, Interiors CUC shall adopt resolutions in the form attached hereto as part of Exhibit AB, establishing the Board of Interiors CUC 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 IncorporationRestated Certificate, the Surviving Bylaws Restated By-laws and Exhibit A B hereto until the earlier of the resignation or removal of any individual set forth on or designated in accordance with the Surviving Certificate of IncorporationRestated Certificate, the Surviving Bylaws Restated By-laws and Exhibit A B 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 IncorporationRestated Certificate, the Surviving Bylaws Restated By-laws and Exhibit A. B. If any officer set forth on or designated in accordance with Exhibit A B ceases to be a full-time employee of either Decor HFS or Interiors CUC at or before the Effective Time, InteriorsCUC, in the case of any such employee of Interiors CUC on the date hereof or any such employee to be designated by InteriorsCUC, or DecorHFS, in the case of any such employee of Decor HFS on the date hereof or any such employee to be designated by DecorHFS, shall designate another person to serve in such person's stead.

Appears in 1 contract

Samples: Agreement and Plan of Merger (HFS Inc)

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