Directors and Officers of the Surviving Subsidiary Sample Clauses

Directors and Officers of the Surviving Subsidiary. At the Initial Merger Effective Time, Xxxxxx Xxxx (the “Acquiror Temporary Director”) shall be appointed as a director on the board of directors of the Surviving Subsidiary, in addition to the then existing directors of the Surviving Subsidiary, effective as of the Initial Merger Effective Time. At the Initial Merger Effective Time, the existing officers of the Surviving Subsidiary (if any) shall cease to hold office and the initial officers of the Surviving Subsidiary from the Initial Merger Effective Time shall be appointed as determined by the board of directors of the Surviving Subsidiary. The Acquiror Temporary Director shall hold office until the Acquisition Effective Time and the remaining directors and the officers of the Surviving Subsidiary shall hold office in accordance with the Articles of the Surviving Subsidiary until they are removed or resign in accordance with the Articles of the Surviving Subsidiary or until their respective successors are duly elected or appointed and qualified. At the Initial Merger Effective Time, the board of directors and officers of Acquiror shall cease to hold office.
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Directors and Officers of the Surviving Subsidiary. At the Effective Time, the board of directors and executive officers of the Surviving Subsidiary shall be the board of directors and executive officers of Pubco, after giving effect to Section 6.17, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Subsidiary until their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal.
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Directors and Officers of the Surviving Subsidiary. At the Effective Time, the directors and officers set forth in Section 1.5 of the Parent Disclosure Schedule will become the directors and officers of the Surviving Subsidiary and will remain the directors and officers of the Surviving Subsidiary after the Merger, in each case until their respective successors are duly elected or appointed and qualified, or their earlier death, resignation or removal.
Sample 1
Directors and Officers of the Surviving Subsidiary. At the First Effective Time, the board of directors and officers of SPAC immediately prior to the First Effective Time shall be the initial board of directors and officers of the First Surviving Subsidiary, each to hold office in accordance with the Organizational Documents of the First Surviving Subsidiary. At the Second Effective Time, the board of directors and officers of the First Surviving Subsidiary and Merger Sub II shall cease to hold office, and the board of directors and officers of the Second Surviving Subsidiary shall be appointed as determined by the Company, each to hold office in accordance with the Surviving Subsidiary Charter, until they are removed or resign, each in accordance with the Surviving Subsidiary Charter, or until their respective successors are duly elected or appointed and qualified.
Sample 1
Directors and Officers of the Surviving Subsidiary. At the Second Merger Effective Time, the existing directors and officers of Merger Sub II immediately prior to the Second Merger Effective Time shall become the directors and officers of the Surviving Subsidiary and the existing directors and officers of Acquiror immediately prior to the Second Merger Effective Time shall resign and cease to hold office in the Surviving Subsidiary.
Sample 1
Directors and Officers of the Surviving Subsidiary. At the Merger Effective Time, the existing officers of the Surviving Subsidiary shall cease to hold office and the board of directors of the Surviving Subsidiary shall be appointed as set forth in the Plan of Merger and officers of the Surviving Subsidiary shall be appointed as determined by the Company. The directors and officers of the Surviving Subsidiary shall hold office in accordance with the Articles of the Surviving Subsidiary until they are removed or resign in accordance with the Articles of the Surviving Subsidiary or until their respective successors are duly elected or appointed and qualified.
Sample 1
Directors and Officers of the Surviving Subsidiary. The Parties shall take all action necessary so that at the Effective Time, the board of directors and executive officers of the Surviving Subsidiary shall be the same as the board of directors and executive officers of Merger Sub.
Sample 1

Related to Directors and Officers of the Surviving Subsidiary

  • Officers of the Company (a) The Manager may appoint a President, a General Manager, one or more Vice Presidents, a Secretary and such other officers of the Company (including, without limitation, Station Managers) as the Manager may designate. Officers of the Company shall exercise such powers and duties as provided or delegated in this Operating Agreement, including, without limitation, the power and authority to act for and on behalf of the Company and to bind the Company in the normal or ordinary course of its business, as such business has been conducted prior to the formation of the Company and proposed to be conducted by the Manager. Each officer shall hold office until his or her death, disability, resignation or removal or, if a term is specified, until a successor to such office is appointed upon the expiration of his or her term. (b) The President shall have general supervision, direction and control of the Company and shall perform all duties incidental to his or her office. The President shall be responsible for the administration and operation of the Company’s business and general supervision of its policies and affairs, subject to the direction of the Manager. (c) In the absence or disability of the President, the Vice President or General Manager, if any, as selected by the Manager, shall perform all of the duties of the President and, when so acting, shall have such other powers and perform such other powers and duties as may be prescribed from time to time by the Manager. (d) The Secretary shall record or cause to be recorded, and shall keep or cause to be kept, at the Company’s principal place of business (although copies may be kept at the principal place of business of the Member) and such other place as the Manager may order, a book of minutes of actions taken at all meetings of the Manager and of the Member, with the time and place of holding, the notice thereof given, the names of those present at Manager and Member meetings and the proceedings thereof. The Secretary shall keep, or cause to be kept, at the Company’s principal place of business (although copies may be kept at the principal place of business of the Member) (i) a current list of the Manager, including the full name and business or residence address of each such Manager, (ii) a copy of the Certificate of Formation, and all amendments thereto, (iii) copies of the Company’s federal, state and local income tax or information returns and reports, if any, for the six most recent taxable years, (iv) a copy of this Operating Agreement and any amendments thereto, (v) copies of the financial statements of the Company, if any, for the six most recent Fiscal Years, (vi) a register setting forth the full name and business address of the Member, the outstanding Membership Interests of the Company held by the Member, a copy of the Certificate of Interest evidencing the Membership Interests of the Company held by the Member and any pledge of such Membership Interests, and (vii) the books and records of the Company as they relate to the internal affairs of the Company for at least the current and past four Fiscal Years. (e) The officers of the Company and other parties performing services on behalf of the Company shall be entitled to compensation based on the reasonable value of their services, subject to the discretion and approval of the Manager.

  • 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.

  • Indemnification of the Company, Directors and Officers Each Underwriter, severally and not jointly, 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), the Basic Prospectus, any Preliminary Prospectus, the Time of Sale Information or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Underwriter through the Representatives specifically for use in the Registration Statement (or any amendment thereto), the Basic Prospectus, any Preliminary Prospectus, the Time of Sale Information or the Prospectus (or any amendment or supplement thereto).