Common use of Directors and Officers of the Surviving Corporation Clause in Contracts

Directors and Officers of the Surviving Corporation. (a) The directors of the Company immediately prior to the Effective Time shall be the directors of the Surviving Corporation immediately following the Effective Time, to serve as such 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 bylaws of the Surviving Corporation. (b) The officers of the Company immediately 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 bylaws of the Surviving Corporation.

Directors and Officers of the Surviving Corporation. (a) The directors of the Company Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation immediately following the Effective Time, to serve as such 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 bylaws of the Surviving Corporation. (b) The officers of the Company immediately 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 bylaws of the Surviving Corporation.

Directors and Officers of the Surviving Corporation. (a) The directors of the Company Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation immediately following the Effective Time, to serve as such 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 bylaws by-laws of the Surviving Corporation. (b) The officers of the Company immediately 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 bylaws by-laws of the Surviving Corporation.

Directors and Officers of the Surviving Corporation. (a) The directors of the Company Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation immediately following the Effective Time, to serve as such 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 bylaws of the Surviving Corporation. (b) The officers of the Company Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation immediately following the Effective Time until their respective successors are duly appointed and qualified or their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.

Directors and Officers of the Surviving Corporation. (a) The directors of the Company immediately prior to Merger Sub as of the Effective Time shall be the directors of the Surviving Corporation immediately following the Effective Time, to serve as such until their respective successors are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. (b) The officers of the Company immediately prior to Merger Sub as of the Effective Time shall be the officers of the Surviving Corporation until their respective successors are duly appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.

Directors and Officers of the Surviving Corporation. (a) The directors of the Company Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation immediately following the Effective Time, to serve as such 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 bylaws by-laws of the Surviving Corporation. (b) The officers of the Company Merger Sub immediately 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 bylaws by-laws of the Surviving Corporation.

Directors and Officers of the Surviving Corporation. (a) The directors of the Company Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation immediately following the Effective Time, to serve as such 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 charter and bylaws of the Surviving Corporation. (b) The officers of the Company immediately 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 charter and bylaws of the Surviving Corporation.

Directors and Officers of the Surviving Corporation. (a) The directors of the Company immediately prior to the Effective Time shall will be the initial directors of the Surviving Corporation until such time as their resignations shall become effective as contemplated by Section 5.11 or, in the case of any directors who do not submit resignations that are effective immediately following after the Effective Time, to serve as such until their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal removal, in accordance with the certificate articles of incorporation and bylaws the code of regulations of the Surviving Corporation. (b) . The officers of the Company immediately prior to the Effective Time shall will be the initial officers of the Surviving Corporation until their respective successors are duly elected or appointed and qualified or until their earlier death, resignation or removal removal, in accordance with the certificate articles of incorporation and bylaws the code of regulations of the Surviving Corporation.

Directors and Officers of the Surviving Corporation. (a) The directors of the Company Purchaser immediately prior to the Effective Time shall be the directors of the Surviving Corporation immediately following the Effective Time, to serve as such 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 bylaws of the Surviving Corporation. (b) The officers of the Company Purchaser immediately 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 bylaws of the Surviving Corporation.

Directors and Officers of the Surviving Corporation. (a) The Each of the parties hereto shall take all necessary action to cause the directors of the Company Purchaser immediately prior to the Effective Time shall to be the directors of the Surviving Corporation immediately following the Effective Time, to serve as such 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 bylaws by-laws of the Surviving Corporation. (b) The officers of the Company immediately 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 bylaws by-laws of the Surviving Corporation.

Directors and Officers of the Surviving Corporation. (a) The directors of the Company Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation immediately following the Effective Time, to serve as such until their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal in accordance with the certificate articles of incorporation and bylaws of the Surviving Corporation. (b) The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation until their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal in accordance with the certificate articles of incorporation and bylaws of the Surviving Corporation.

Directors and Officers of the Surviving Corporation. (a) The directors of the Company Merger Subsidiary immediately prior to the Effective Time shall shall, from and after the Effective Time, be the directors of the Surviving Corporation immediately following the Effective Time, to serve as such until their respective successors are 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 and bylaws or as otherwise provided by law. The officers of Merger Subsidiary immediately prior to the Effective Time shall, from and after the Effective Time, be the officers of the Surviving Corporation until their respective successors are chosen and have qualified in accordance with the certificate of incorporation and bylaws of the Surviving CorporationCorporation or as otherwise provided by law. (b) The officers of the Company immediately 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 bylaws of the Surviving Corporation.

Directors and Officers of the Surviving Corporation. Unless otherwise designated by Parent prior to the Effective Time, (a) The the directors of the Company Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and (b) the officers of Merger Sub immediately following prior to the Effective TimeTime or such other individuals designated by Parent as of the Effective Time shall be the initial officers of the Surviving Corporation, to serve as such in each case, until their respective successors are duly elected or appointed and qualified or until the earlier of their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. (b) The officers of the Company immediately 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 bylaws of the Surviving Corporation.

Directors and Officers of the Surviving Corporation. (a) The Each of the parties hereto shall take all necessary action to cause the directors of the Company immediately prior to the Effective Time shall to be the directors of the Surviving Corporation immediately following the Effective Time, to serve as such 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 bylaws by-laws of the Surviving Corporation. (b) The officers of the Company immediately 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 bylaws by-laws of the Surviving Corporation.

Directors and Officers of the Surviving Corporation. (a) The directors of the Company as of immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation immediately following as of the Effective Time, to serve as such Time and shall hold office until their respective successors are duly elected or appointed and qualified qualified, or their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. (b) The the officers of the Company as of immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation as of the Effective Time and shall hold office until their respective successors are duly appointed elected and qualified qualified, or their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporationremoval.

Directors and Officers of the Surviving Corporation. (a) The Each of the parties hereto shall take all necessary action to cause the directors of the Company Purchaser immediately prior to the Effective Time shall to be the directors of the Surviving Corporation immediately following the Effective Time, to serve as such 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 bylaws by-laws of the Surviving Corporation. (b) The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation immediately following the Effective Time until their respective successors are duly appointed and qualified or their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws by-laws of the Surviving Corporation.

Directors and Officers of the Surviving Corporation. (a) The directors of the Company Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation immediately following the Effective Time, to serve as such 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 bylaws of the Surviving Corporation. (b) The officers of the Company Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation immediately following the Effective Time, until their respective successors are duly appointed and qualified or their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.

Directors and Officers of the Surviving Corporation. (a) The directors of the Company Purchaser immediately prior to the Effective Time shall be the directors of the Surviving Corporation immediately following the Effective Time, to serve as such 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 bylaws of the Surviving Corporation. (b) The officers of the Company Purchaser immediately 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 bylaws of the Surviving Corporation.. US_ACTIVE:\44126911\17\77626.0003

Directors and Officers of the Surviving Corporation. (a) The Following the Merger, the directors of the Company immediately prior to the Effective Time shall be the directors of the Surviving Corporation immediately following the Effective Time, to serve as such until their respective successors are 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 and bylaws of by-laws. Following the Surviving Corporation. (b) The Merger, the officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation until their respective successors are duly have been elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws by-laws of the Surviving Corporation.

Directors and Officers of the Surviving Corporation. (a) The directors of the Company Transitory Subsidiary immediately prior to the Effective Time shall be the directors of the Surviving Corporation immediately following the Effective TimeCorporation, each to serve as such hold office until their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal in accordance with the certificate Certificate of incorporation Incorporation and bylaws By-laws of the Surviving Corporation. (b) The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation Corporation, each to hold office until their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal in accordance with the certificate Certificate of incorporation Incorporation and bylaws By-laws of the Surviving Corporation.

Directors and Officers of the Surviving Corporation. The parties hereto shall take all actions necessary at the Effective Time so that (a) The the directors of Merger Sub immediately prior to the Effective Time shall become the directors of the Surviving Corporation at the Effective Time and (b) the officers of the Company immediately prior to the Effective Time shall be become the directors officers of the Surviving Corporation immediately following at the Effective Time, in each case, unless otherwise determined by Parent in a written notice delivered to serve as such the Company in accordance with Section 11.02 prior to the Effective Time, and until their respective successors are duly elected or appointed and qualified or until the earlier of their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving CorporationCorporation and applicable Law. (b) The officers of the Company immediately 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 bylaws of the Surviving Corporation.

Directors and Officers of the Surviving Corporation. (a) The directors of the Company Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation immediately following the Effective Time, to serve as such until their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal removal, as the case may be, in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. (b) The officers of the Company immediately 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 removal, as the case may be, in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.

Directors and Officers of the Surviving Corporation. (a) The directors of the Company Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation immediately following the Effective Time, to serve as such until their respective successors are duly elected or appointed and have qualified or their earlier death, resignation or removal removal, as the case may be, in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. (b) The officers of the Company Xxxxxx Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation until their respective successors are duly elected or appointed and have qualified or their earlier death, resignation or removal removal, as the case may be, in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.

Directors and Officers of the Surviving Corporation. (a) The directors of the Company Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation immediately following the Effective Time, to serve as such 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 charter and bylaws of the Surviving Corporation. (b) The officers of the Company immediately 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 bylaws of the Surviving Corporation.

Directors and Officers of the Surviving Corporation. (a) The directors of the Company Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation immediately following the Effective Time, to serve as such 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 bylaws of the Surviving CorporationCorporation and applicable Law. (b) The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation immediately following the Effective Time, until their respective successors are duly appointed and qualified or their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving CorporationCorporation and applicable Law.

Directors and Officers of the Surviving Corporation. (a) The directors of the Company Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation immediately following the Effective Time, to serve as such until their respective successors are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. (b) The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation immediately following the Effective Time, to serve until their respective successors are duly appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.

Directors and Officers of the Surviving Corporation. (a) The directors of the Company immediately prior to the Effective Time shall continue to be the directors of the Surviving Corporation immediately following the Effective Time, to serve as such 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 bylaws by-laws of the Surviving Corporation. (b) The officers of the Company immediately prior to the Effective Time shall continue to 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 bylaws by-laws of the Surviving Corporation.

Directors and Officers of the Surviving Corporation. (a) The directors of the Company Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation immediately following the Effective Time, to serve as such 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 bylaws of the Surviving Corporation. (b) The officers of the Company Merger Sub immediately 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 bylaws of the Surviving Corporation.

Directors and Officers of the Surviving Corporation. The parties hereto shall take all actions necessary at the Effective Time so that (a) The the directors of Merger Sub immediately prior to the Effective Time shall become the directors of the Surviving Corporation at the Effective Time and (b) the officers of the Company immediately prior to the Effective Time shall be become the directors officers of the Surviving Corporation immediately following at the Effective Time, in each case, unless otherwise determined by Parent in a written notice delivered to serve as such the Company in accordance with Section 10.3 prior to the Effective Time, and until their respective successors are duly elected or appointed and qualified or until the earlier of their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving CorporationCorporation and applicable Law. (b) The officers of the Company immediately 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 bylaws of the Surviving Corporation.

Directors and Officers of the Surviving Corporation. As of the Effective Time: (a) The directors of Surviving Corporation shall be the Company directors of Parent immediately prior to the Effective Time Time, each of whom shall be serve as the directors of the Surviving Corporation immediately following the Effective Time, to serve as such until their respective successors are have been duly elected and qualified, or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporationfrom office. (b) The officers of Surviving Corporation shall be the Company officers of Parent immediately prior to the Effective Time Time, each of whom shall be the officers of the Surviving Corporation serve until their respective successors are duly appointed and qualified or their earlier death, resignation or removal in accordance with the certificate Charter Documents of incorporation and bylaws of the Surviving Corporation.

Directors and Officers of the Surviving Corporation. (a) The directors of the Company Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation immediately following the Effective Time, to serve as such 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 bylaws of the Surviving Corporation. (b) The officers of the Company Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation immediately following the Effective Time until their respective successors are duly appointed and qualified or their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.

Directors and Officers of the Surviving Corporation. The parties hereto shall take all actions necessary at the Effective Time so that (a) The the directors of Merger Sub immediately prior to the Effective Time shall become the directors of the Surviving Corporation at the Effective Time and (b) the officers of the Company immediately prior to the Effective Time shall be become the directors officers of the Surviving Corporation immediately following at the Effective Time, in each case, unless otherwise determined by Parent in a written notice delivered to serve as such the Company in accordance with Section 10.02 prior to the Effective Time, and until their respective successors are duly elected or appointed and qualified or until the earlier of their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. (b) The officers of the Company immediately prior to the Effective Time shall be the officers by-laws 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 bylaws of the Surviving Corporationapplicable Law.

Directors and Officers of the Surviving Corporation. Unless otherwise designated by Parent prior to the Effective Time, (a) The the directors of the Company Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation upon the Effective Time and (b) the officers of Merger Sub immediately following prior to the Effective Time or such other individuals designated by Parent as of the Effective Time shall be the officers of the Surviving Corporation upon the Effective Time, to serve as such in each case until their respective successors are duly elected or appointed and qualified or until the earlier of their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws by-laws of the Surviving Corporation. (b) The officers of the Company immediately 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 bylaws of the Surviving Corporation.