Boards of Directors and Officers. At the Effective Time, the directors and officers of Merger Sub immediately prior to the Effective Time shall be directors and officers, respectively, of the Surviving Corporation following the Merger; such directors and officers shall hold office in accordance with the Surviving Corporation's Bylaws and applicable law.
Boards of Directors and Officers. At the -------------------------------- Effective Time, the directors and officers of Seller immediately prior to the Effective Time shall be the directors and officers, respectively, of the Surviving Corporation following the Merger, and such directors and officers shall hold office in accordance with the Surviving Corporation's Bylaws and applicable law; provided, however, as of the Effective Time of the Merger, Surviving Corporation shall take any and all actions necessary to add Tixxxxx X. Xxxxxxx xs a member of the Board of Directors of Surviving Corporation.
Boards of Directors and Officers. At the Ef- fective Time, the directors and officers of Merger Sub im- mediately prior to the Effective Time shall be directors and officers, respectively, of the Surviving Corporation following the Merger; such directors and officers shall hold office in accordance with the Surviving Corporation's Bylaws and ap- plicable law.
Boards of Directors and Officers. At the -------------------------------- Effective Time, the directors and officers of Buyer immediately prior to the Effective Time shall be the directors and officers, respectively, of the Surviving Corporation following the Merger, and such directors and officers shall hold office in accordance with the Surviving Corporation's Bylaws and applicable law.
Boards of Directors and Officers. At the Effective -------------------------------- Time, the directors and officers of Commercial immediately prior to the Effective Time shall continue to be directors and officers, respectively, of the Surviving Corporation following the Parent Merger; such directors and officers shall hold office in accordance with the Surviving Corporation's Bylaws and applicable law. Promptly following the Effective Time, (i) Xxxxxxx X. Xxxxxxx, Xx., President, CEO and Chairman of Bancorp, shall be invited to serve as an additional member of the Commercial Board (or, at Xx. Xxxxxxx'x election, a director emeritus for a period of not less than 36 months) and, upon acceptance thereof and appointment thereon, shall be entitled to receive director fees (of no less than $500 per meeting) on the same basis as other non-employee directors of Commercial, and (ii) each other director serving on the Bancorp Board as of the date hereof and as of the Effective Time shall be invited to serve on an advisory board to Commercial for a period of not less than 12 months following the Effective Time and, upon acceptance thereof and appointment thereon, each such director serving on such advisory board who is not an employee of Commercial or a Commercial Subsidiary following the Effective Time shall be entitled to receive a meeting fee of $500 per meeting for such service, such advisory board to meet not less frequently than 4 times a year.
Boards of Directors and Officers. Prior to or concurrent with the Effective Time, UBI undertakes to take such actions necessary to cause the UBI Board of Directors to consist of twelve members with four vacancies. The Board of Directors of UBI who are in office at the Effective Time shall remain the directors of the Surviving Corporation, each of whom shall continue to serve as a Director for the term for which he was elected, subject to the Regulations of the Surviving Corporation and in accordance with law. UBI and its Board of Directors shall undertake to appoint four members of Delphos' Board of Directors who shall be: the CEO of the Subsidiary, P. Doxxxxx Xxxxxx, Roxxxx X. Xxxxxxxx, and Daxxx X. Xxxxx xo fill such vacancies. The officers of UBI who are in office at the time the Merger becomes effective shall be the officers of the Surviving Corporation, subject to the Regulations of the Surviving Corporation and in accordance with law. At or prior to the Effective Time, Joxxxx X. Xxxxxxxxxx xhall resign from the Subsidiary Board of Directors and after the Merger, the Board of Directors of the Subsidiary shall include two members chosen by UBI. At or prior to the Effective Time, Joxxxx X. Xxxxxxxxxx shall resign from all offices held by him with Delphos and the Subsidiary. At the Effective Time, Naxxx X. Xxxxxxxxx xill assume a new position with UBI.
Boards of Directors and Officers. Section 1.07. Conversion of Securities................ 3 Section 1.08. Election Procedures..................... 4 Section 1.09. Allocation Procedures................... 5 (a) Stock Elections Less Than Stock Amount 6 (b) Stock Elections More Than Stock Amount 6 (c) Stock Elections Equal to Stock Amount 7 (d) Stock Elections and No Elections Equal to Stock Amount 7 Section 1.10.
Boards of Directors and Officers. At the Closing Date and for a minimum of two years thereafter, the Company will make all commercially reasonable best efforts to appoint and maintain Mx. Xxxxxxxxx Xx to the Board of the Parent (e.g. with no requirement for re-appointment or nomination after the two year anniversary following the Closing Date). In the event she is unable to continue her duties for any reason during such two year period following Closing, the former AdNet Shareholders receiving a majority of the Broadband Shares issued at the Closing shall have the right, but not the obligation, to appoint or remove a designee to the Board of directors of the Parent for the remainder of such term, which designees shall be reasonably acceptable to the majority of the remaining Board members. Within 30 days after closing, and presuming such person has faithfully executed and continues to faithfully execute his duties under the AdNet Pledge Documents, Mx. Xxxx Yingqi (nee Mxxxxxx Xxxx) shall be appointed as new COO/CFO of Parent.
Boards of Directors and Officers. The Board of Directors and officers of ECI and each Transferred Subsidiary shall consist of those persons designated in writing by Xxxxxxx to the Company on the Business Day preceding the Closing Date. The Board of Directors and officers of the Company and GTT shall consist of those persons designated in writing by Prior to the Company on the business day preceding the Closing Date.
Boards of Directors and Officers. (a) Immediately prior to the Closing, the entire Board of Directors of Quest shall consist of the following three (3) directors: Xxxxxxx X. Xxxx; Xxxx X. Xxxxxxxx; and Xxxxxxx X. Xxxxxxx. As of the Closing, immediately following the actions contemplated by Section 7.08 hereof, the entire Board of Directors of Quest shall consist of the following four (4) directors: Xxxxxxx X. Xxxx; Xxxx X. Xxxxxxxx; Xxxxx X. Xxxx; and Xxxxx X. Xxxx. As of the Closing, immediately following the actions contemplated by Section 7.08 hereof, the entire Board of Directors of each of the Quest Entities other than Quest shall consist of the following two (2) directors: Xxxxxxx X.
