Directors and Officers of the Surviving Corporations. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with applicable law, (a) the directors of Sierra Merger Sub at the Effective Time shall be the directors of the Siebel Surviving Corporation and (b) the officers of Siebel at the Effective Time shall be the officers of the Siebel Surviving Corporation. From and after the Initial Effective Time, until successors are duly elected or appointed and qualified in accordance with applicable law, (a) the directors of Ozark Merger Sub at the Initial Effective Time shall be the directors of the Oracle Surviving Corporation and (b) the officers of Oracle at the Initial Effective Time shall be the officers of the Oracle Surviving Corporation. Until successors are duly elected or appointed and qualified in accordance with applicable law, (a) the directors of Oracle immediately before the Initial Effective Time shall be the directors of Parent immediately after the Effective Time and (b) the officers of Oracle immediately before the Initial Effective Time shall be the officers of Parent immediately after the Effective Time.

Directors and Officers of the Surviving Corporations. HoldCo, LMI and the Surviving LMI Corporation will take such action as is necessary to ensure that the directors and officers of LMI Merger Sub at the Effective Time will, from and after the Effective Time, be the directors and officers of the Surviving LMI Corporation until their respective successors are duly elected or appointed and qualified in accordance with the certificate of incorporation and Bylaws of the Surviving LMI Corporation, and the DGCL, or until such person’s earlier death, resignation or removal. HoldCo, UGC and the Surviving UGC Corporation will take such action as is necessary to ensure that the directors and officers of UGC Merger Sub at the Effective Time will, from and after the Effective Time, be the directors and officers of the Surviving UGC Corporation until their respective successors are duly elected or appointed and qualified in accordance with the certificate of incorporation and Bylaws of the Surviving UGC Corporation, and the DGCL, or until such person’s earlier death, resignation or removal.

Directors and Officers of the Surviving Corporations. (a) Except as may be otherwise agreed in writing between Sun and Trident, the directors of the Trident Surviving Corporation as of the Trident Effective Time shall be the directors of Trident Merger Sub immediately prior to the Trident Effective Time, until such director’s successor is elected and qualified or such director’s earlier death, resignation or removal, in each case in accordance with the bylaws of the Trident Surviving Corporation. The officers of Trident Merger Sub immediately prior to the Trident Effective Time shall be, as of the Trident Effective Time, the officers of the Trident Surviving Corporation, in each case until such officer’s successor is elected and qualified or such officer’s earlier death, resignation, retirement, disqualification or removal, in each case in accordance with the bylaws of the Trident Surviving Corporation and applicable Law. (b) Except as may be otherwise agreed in writing between Sun and Trident, the directors of the Sun Surviving Corporation as of the Sun Effective Time shall be the directors of Xxx Xxxxxx Sub immediately prior to the Sun Effective Time, until such director’s successor is elected and qualified or such director’s earlier death, resignation or removal, in each case in accordance with the articles of association of the Sun Surviving Corporation and applicable Law. The officers of Xxx Xxxxxx Sub immediately prior to the Sun Effective Time shall be, as of the Sun Effective Time, the officers of the Sun Surviving Corporation, in each case until such officer’s successor is elected and qualified or such officer’s earlier death, resignation, retirement, disqualification or removal, in each case in accordance with the articles of association of the Sun Surviving Corporation and applicable Law.

Directors and Officers of the Surviving Corporations. (a) From and after the TiVo Effective Time, until successors are duly elected or appointed and qualified in accordance with applicable Law, (i) the directors of TiVo Merger Sub at the TiVo Effective Time shall be the directors of the TiVo Surviving Corporation and (ii) the officers of TiVo Merger Sub at the TiVo Effective Time shall be the officers of the TiVo Surviving Corporation. (b) From and after the Rovi Effective Time, until successors are duly elected or appointed and qualified in accordance with applicable Law, (i) the directors of Rovi Merger Sub at the Rovi Effective Time shall be the directors of the Rovi Surviving Corporation and (ii) the officers of Rovi Merger Sub at the Rovi Effective Time shall be the officers of the Rovi Surviving Corporation.

Directors and Officers of the Surviving Corporations. The directors and officers of the EG&G Surviving Corporation immediately after the Effective Time shall be the respective individuals who are directors and officers of the EG&G Merger Sub immediately prior to the Effective Time. The directors and officers of the Xxxx Surviving Corporation immediately after the Effective Time shall be the respective individuals who are directors and officers of the Xxxx Merger Sub immediately prior to the Effective Time.

Directors and Officers of the Surviving Corporations. (a) The directors and officers of Purchaser as of immediately prior to the First Effective Time shall be the initial directors and officers of the First Surviving Corporation and shall hold office in accordance with the certificate of incorporation and bylaws of the First Surviving Corporation until their successors are duly elected or appointed and qualified or until their earlier death, resignation or removal. (b) New Pubco shall take all actions necessary or appropriate (including securing resignations or removals and making such appointments as are necessary) to cause, effective as of the Second Effective Time, the board of directors and officers of the Second Surviving Corporation to consist of the persons contemplated by Section 6.16 until their successors are duly elected or appointed and qualified or until their earlier death, resignation or removal. On the Closing Date, the Second Surviving Corporation shall enter into customary indemnification agreements in the form to be mutually agreed by New Pubco and the Company with such individuals elected as members of the board of directors, or appointed as officers, of the Second Surviving Corporation as of the Closing, which indemnification agreements shall continue to be effective immediately following the Closing.

Directors and Officers of the Surviving Corporations. The persons listed on Schedule 1.3(f) shall be directors and officers of Company, as the surviving corporation of the Merger, until their respective successors shall be duly elected and qualified or otherwise duly selected. The directors and officers of Parent immediately prior to the Final Merger Effective Time shall be the directors and officers of Parent, as the surviving corporation of the Final Merger, until their respective successors shall be duly elected and qualified or otherwise duly selected.

Directors and Officers of the Surviving Corporations. (a) The members of the Board of Directors of each of New Smith's and New Fred Meyer will be the respective members of the Boxxx xx Directors xx Sxxxx's Sub and Fred Meyer Sub immediately prior to the Effective Txxx. Xxl of the xxxxexx xx the Board of Directors of New Smith's and New Fred Meyer will serve until their respective succesxxxx xxe duly elxxxxd xx xppointed and qualified or until their earlier death, resignation or removal in accordance with the respective certificate of incorporation and bylaws of each of New Smith's and New Fred Meyer. (b) The officers of each of Xxx Xxxth's and Xxx Fxxx Xeyer will consist of the respective officers xx Xxxxh's and Fxxx Mxxxx immediately prior to the Effective Time. Sucx xxxxxns wixx xoxxxxxe as officers of New Smith's and New Fred Meyer until their respective successors have bxxx xxxy elected xx axxxxxted and qualified or until their earlier death, resignation or removal in accordance with the respective certificate of incorporation and bylaws of each of New Smith's and New Fred Meyer.

Directors and Officers of the Surviving Corporations. (a) The directors and officers of DVIHA immediately prior to the DVIHA Effective Time shall, from and after the DVIHA Effective Time, be the directors and officers, respectively, of DVIHA, as the surviving corporation of the DVIHA Merger, until their successors shall have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the DVIHA's Certificate of Incorporation and Bylaws. (b) The directors and officers of DVIMF immediately prior to the DVIMF Effective Time shall, from and after the DVIMF Effective Time, be the directors and officers, respectively, of DVIMF, as the surviving corporation of the DVIMF Merger, until their successors shall have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the DVIMF's Certificate of Incorporation and Bylaws.

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