Directors and Officers of the Surviving Corporation and Parent. Unless otherwise determined by Parent and Company, the parties will take all action such that:
(a) unless otherwise determined by the Company prior to the Effective Time, the directors of the Company immediately prior to the Effective Time will be the directors of the Surviving Corporation immediately following the Effective Time until such time as their respective successors are duly elected or appointed;
(b) unless otherwise determined by the Company prior to the Effective Time, the officers of Company immediately prior to the Effective Time will be the officers of the Surviving Corporation immediately following the Effective Time until such time as their respective successors are duly elected or appointed; and
(c) the directors and officers of Parent immediately following the Effective Time shall be elected and appointed in accordance with Section 5.11.
Directors and Officers of the Surviving Corporation and Parent. (a) From and after the Effective Time, the initial directors and officers of the Surviving Corporation shall be the directors and executive officers of Merger Sub immediately prior to the Effective Time, each to hold office in accordance with the Organizational Documents of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the Organizational Documents of the Surviving Corporation.
(b) At the Closing, Parent shall take all necessary corporate action to cause, as of the Effective Time, an increase in the size of the Parent Board to eleven (11) directors (including amending the Parent’s by-laws to increase the maximum board size to eleven (11) directors), and to authorize and effect the appointment to the Parent Board of three (3) additional directors proposed by the Company Board and acceptable to the Parent Board (the “Additional Directors”), each of whom shall be a director of the Company immediately prior to the date hereof and who shall serve until such individual’s successor is duly elected or appointed and qualified in accordance with applicable Law. One of the Additional Directors shall be appointed as a member of each of the three (3) classes of directors serving on the Parent Board. In the event any Additional Director is or becomes unable or unwilling prior to the Effective Time to serve on the Parent Board in the role identified, a replacement for such designee shall be determined prior to the Effective Time in accordance with the principles set forth in this Section 2.06(b).
Directors and Officers of the Surviving Corporation and Parent. Unless otherwise determined by Parent and Company, the parties will take all action such that:
(a) the Parent shall be the sole stockholder of the Surviving Corporation immediately following the Effective Time;
(b) unless otherwise determined by Company prior to the Effective Time, the officers of Company immediately prior to the Effective Time will be the officers of the Surviving Corporation immediately following the Effective Time until such time as their respective successors are duly elected or appointed; and
(c) the directors and officers of Parent immediately following the Effective Time shall be elected and appointed in accordance with Section 5.11.
Directors and Officers of the Surviving Corporation and Parent. The directors and officers of Merger Subsidiary, as of the Effective Time, shall be designated as the directors and officers of the Surviving Corporation.
Directors and Officers of the Surviving Corporation and Parent. Unless otherwise determined by Parent and Company, each Party will take action such that:
(a) the board of directors of the Surviving Corporation immediately after the Effective Time will consist of Exxx Xxxxx (Chair) and Sxxxxxx Xxxxxx, until such time as their respective successors are duly elected or appointed;
(b) the officers of the Surviving Corporation immediately after the Effective Time will consist of Exxx Xxxxx (Chief Executive Officer) and Sxxxxxx Xxxxxx (President, Chief Financial Officer, Treasurer, Secretary), until such time as their respective successors are duly elected or appointed;
(c) the board of directors of Parent immediately after the Effective Time will consist of Exxx Xxxxx (Chair), Sxxxxxx Xxxxxx, Dxxxx Xxxxxxxxx, Rxxxxxx Xxxxx, and Rxxxxxx Xxxxxxxxx, until such time as their respective successors are duly elected or appointed; and
(d) the officers of Parent immediately after the Effective Time will consist of Exxx Xxxxx (Chief Executive Officer) and Sxxxxxx Xxxxxx (President, Chief Financial Officer, Treasurer, Secretary), until such time as their respective successors are duly elected or appointed.
Directors and Officers of the Surviving Corporation and Parent. The persons identified on Exhibit A attached hereto shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until their successors shall have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s Certificate of Incorporation or Bylaws. In addition, the persons identified on Exhibit A shall, from and after the Effective Time, be the directors and officers, respectively, of the Parent until their successors shall have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Charter Documents of Parent and the Voting Agreement (as defined in Section 8.3(c)).
Directors and Officers of the Surviving Corporation and Parent. (a) Each of the parties hereto shall take all necessary action to cause the directors of Merger Sub immediately prior to the Effective Time to be the directors of the Surviving Corporation immediately following the Effective Time, until their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporation.
(b) The individuals to be specified by Parent prior to the Effective Time shall be the officers of the Surviving Corporation until their respective successors are duly appointed and qualified or their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporation.
Directors and Officers of the Surviving Corporation and Parent. 3.1 Directors of the Surviving Corporation. The directors of the Surviving Corporation, as of the Effective Time, will be the directors of Merger Sub immediately prior to the Effective Time.
Directors and Officers of the Surviving Corporation and Parent. (a) The persons identified on Exhibit A attached hereto shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until their successors shall have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s Certificate of Incorporation or Bylaws.
(b) Those persons serving as directors of the Parent immediately prior to the Effective Time shall continue to serve as directors of the Parent until such time as their respective resignations become effective pursuant to the provisions of Section 6.7(b). In addition, each of Dxxxx X. Xxxxx and Sxxxxxx Xxxxxxxxx shall, from and after the Effective Time, be appointed and shall serve as directors of the Parent until their successors shall have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Charter Documents of Parent, the Voting Agreement (as defined in Section 8.3(c)) or applicable law.
(c) Each of Rxxxxx Xxxx, Ex Xxxxxxxxx and Dxxxxx X. Xxxxx shall be appointed as directors of the Parent at such time as their respective appointments become effective pursuant to the provisions of Section 6.7(b) and shall serve as directors of the Parent until their successors shall have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Charter Documents of Parent, the Voting Agreement or applicable law.
(d) Each of Dxxxx X. Xxxxx, Sxxxxxx Xxxxxxxxx and Dxxxx Xxxxxxx shall, from and after the Effective Time, assume and serve in those executive officer positions of the Parent set forth next to their respective names on Exhibit A until their successors shall have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Charter Documents of Parent or applicable law.
Directors and Officers of the Surviving Corporation and Parent
