Directors and Officers of the Resulting Issuer Sample Clauses

Directors and Officers of the Resulting Issuer. The Parties will take all actions necessary to cause the number of directors of the Resulting Issuer to be a be a minimum of five (5), of which one (1) director shall be a designee of the Parent and the remaining four (4) of which shall be designated by the Company, and to be appointed as of the date of Closing. The composition of the board of directors of the Resulting Issuer shall satisfy all NASDAQ and SEC requirements.
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Directors and Officers of the Resulting Issuer. At the Effective Time: (i) the directors of Stralak shall resign and there shall be appointed and/or elected in their place as directors of the Resulting Issuer the following four (4) persons or such other persons as designated by Hempsana (the “Board Change”): Xxxxx Xx Director Xxxxx Mana Director To be designated Director To be designated Director (ii) the officers, employees and consultants of Stralak shall resign and there shall be appointed in their place as officers of the Resulting Issuer the following persons or such other persons as designated by Hempsana (the “Management Change”): Xxxxx Xx President and Chief Executive Officer Xxxxx Xxxx Chief Financial Officer and Secretary (iii) no “change of control”, termination fees or other severance payments shall be owed or paid to any directors, officers, employees or consultants that resign from Stralak as contemplated by this Agreement, other than the Management Fee.
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Directors and Officers of the Resulting Issuer. At or prior to the Time of Closing, the board of directors of Utor shall, take such action as is required such that effective upon the Closing, the board of directors of the Resulting Issuer shall consist of five (5) directors, being three directors designated by Cognetivity (the “Cognetivity Director Nominees”) and two directors designated by Utor (the “Utor Director Nominees”). The provisions of this §2.5 are in addition to and shall not limit any rights which Utor or any of its affiliates may have as a holder or beneficial owner of Utor Common Shares as a matter of law with respect to the election of directors or otherwise. Immediately after the Time of Closing, the newly constituted Board of Directors of the Resulting Issuer will appoint Sina Habibi, as Chief Executive Officer, Xxxx Xxxxxxx as President, and an individual designated by Baron Global Financial Canada Ltd. as the Chief Financial Officer of the Resulting Issuer.. The newly-appointed officers of the Resulting Issuer shall hold office for the term specified in, and subject to the provisions contained in their management agreements (the “Management Agreements”).
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Related to Directors and Officers of the Resulting Issuer

  • Directors and Officers of the Surviving Company From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with applicable law, the directors and officers of the Merger Company immediately prior to the Effective Time shall be the directors and officers of the Surviving Company.

  • Directors and Officers of the Surviving Corporation The directors of Merger Sub immediately prior to the Effective Time will, from and after the Effective Time, be the directors of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time will, from and after the Effective Time, be the officers of the Surviving Corporation, in each case, until their respective successors have been duly elected, designated or qualified, or until their earlier death, disqualification, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylaws.

  • Directors and Officers of Surviving Corporation The directors and officers of Merger Sub at the Effective Time shall, from and after the Effective Time, be the initial directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed and qualified.

  • Directors and Officers From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Law, (i) the directors of Merger Subsidiary at the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation.

  • Board of Directors and Officers The directors and corporate officers of Buyer Sub immediately prior to the Effective Time shall continue to be the directors and corporate officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation, until their respective successors are duly elected or appointed (as the case may be) and qualified.

  • Resignations of Directors and Officers The persons holding the positions of a director or officer of the Company, in office immediately prior to the Effective Time, shall have resigned from such positions in writing effective as of the Effective Time.

  • Indemnification of the Company, its Directors and Officers Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 5.1.1, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Statutory Prospectus, any Testing-the-Waters Communication or the Prospectus (or any amendment or supplement to the foregoing), solely in reliance upon and in conformity with the Underwriters’ Information.

  • Directors and Officers Insurance The Company shall, to the extent that the Board determines it to be economically reasonable, maintain a policy of directors’ and officers’ liability insurance (“D&O Insurance”), on such terms and conditions as may be approved by the Board.

  • Indemnification of the Company, Directors and Officers Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity agreement contained in Section 6(a) hereof, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (including any amendment thereto), including the Rule 430B Information, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by and relating to such Underwriter through you expressly for use therein.

  • Indemnification of Company, Directors and Officers Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

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