Common use of Directors and Officers of the Surviving Entity; Trustees of Parent Clause in Contracts

Directors and Officers of the Surviving Entity; Trustees of Parent. (a) As of the Effective Time, each of the directors and officers of the Company shall resign and the officers of Merger Sub, at the Effective Time, if any, shall be the officers of the Surviving Entity until their successors have been duly elected and qualified or until their earlier death, resignation or removal in accordance with the Constituent Documents of the Surviving Entity. From and after the Effective Time, Parent shall be the sole member and managing member of the Surviving Entity until changed in accordance with the Constituent Documents of the Surviving Entity and the LLC Act. (b) From and after the Effective Time, Parent shall cause the Parent Board to be comprised of (i) the trustees of Parent as of immediately prior to the Effective Time and (ii) two (2) individuals designated by the Company Board prior to the Effective Time to serve until the next annual meeting of shareholders of Parent.