Common use of Directors and Officers Clause in Contracts

Directors and Officers. The directors of Merger Subsidiary immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified and/or additional persons are selected.

Directors and Officers. The directors of Merger Subsidiary Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws Laws of the Surviving Corporation, Corporation until their respective successors are duly elected or appointed and the qualified. The officers of the Company Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case Corporation until their respective successors are duly elected or appointed and qualified and/or additional persons are selectedqualified.

Directors and Officers. The directors and officers of Merger Subsidiary immediately prior to the Effective Time shall be the initial directors and officers, respectively, of the Surviving Corporation, each to hold office in accordance with the Certificate Corporation as of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified and/or additional persons are selectedin accordance with the certificate of incorporation and bylaws of the Surviving Corporation and applicable law.

Directors and Officers. The directors of Merger Subsidiary Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws Laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed appointed, as the case may be, and qualified and/or additional persons are selectedqualified.

Directors and Officers. The directors of Merger Subsidiary Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate articles of Incorporation incorporation and By-laws the bylaws of the Surviving Corporation, and the officers of the Company Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified and/or additional persons are selectedqualified.

Directors and Officers. The directors of Merger Subsidiary Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and By-laws bylaws of the Surviving Corporation, and the . The officers of the Company Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in each case until their respective successors are duly elected or appointed accordance with the certificate of incorporation and qualified and/or additional persons are selectedbylaws of the Surviving Corporation.

Directors and Officers. The directors and officers of Merger Subsidiary immediately prior to MergerSub at the Effective Time shall shall, from and after the Effective Time, be the initial directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed in accordance with the Bylaws of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified and/or additional persons are selected.

Directors and Officers. The directors of Merger Subsidiary immediately prior to the Effective Time shall Sub will be the initial directors of the Surviving CorporationCorporation at the Effective Time, each to hold office in accordance with the Certificate of Incorporation charter and By-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers bylaws of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified and/or additional persons qualified. The officers of Merger Sub immediately prior to the Effective Time will be the officers of the Surviving Corporation at the Effective Time, each to hold office in accordance with the bylaws of the Surviving Corporation, in each case until their respective successors are selectedduly elected or appointed and qualified.

Directors and Officers. The directors of Merger Subsidiary Sub and the officers of the Company immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified and/or additional persons are selected.

Directors and Officers. The directors and officers of the Merger Subsidiary Sub, in each case, immediately prior to the Effective Time shall shall, from and after the Effective Time, be the initial directors and officers, respectively, of the Surviving CorporationCorporation until their successors have been duly elected or appointed and qualified or until their earlier death, each to hold office resignation or removal in accordance with the Certificate certificate of Incorporation incorporation and Byby-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified and/or additional persons are selected.

Directors and Officers. The directors and principal officers of Merger Subsidiary Sub immediately prior to the Effective Time shall be the initial directors and principal officers of the Surviving Corporation from and after the Effective Time. The board of directors of the Surviving CorporationCorporation may, each from time to hold office in accordance with time, appoint such other officers as permitted by the Certificate of Incorporation and By-laws bylaws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified and/or additional persons are selected.

Directors and Officers. The directors and officers of Merger Subsidiary Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws Laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case Corporation until their respective successors are duly elected or appointed and qualified and/or additional persons are selectedqualified.

Directors and Officers. The directors of Merger Subsidiary Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws Bylaws of the Surviving Corporation, and the officers of the Company Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified and/or additional persons are selectedqualified.

Directors and Officers. The directors of Merger Subsidiary Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and By-laws Bylaws of the Surviving Corporation, and the officers of the Company Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified and/or additional persons are selectedin the manner provided in the Articles of Incorporation and Bylaws of the Surviving Corporation and in accordance with applicable law.

Directors and Officers. The directors of Merger Subsidiary immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws Corporation as of the Surviving Corporation, and Effective Time. The officers of Merger Subsidiary shall be the officers of the Company immediately prior to Surviving Corporation as of the Effective Time shall be subject to the initial officers right of the Board of Directors of the Surviving Corporation, in each case until their respective successors are duly elected Corporation to appoint or appointed and qualified and/or additional persons are selectedreplace officers.

Directors and Officers. The directors and officers of the Merger Subsidiary Sub immediately prior to before the Effective Time shall be the initial directors and officers of the Surviving CorporationCorporation immediately after the Effective Time, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, ’s certificate of incorporation and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified and/or additional persons are selectedbylaws thereof.

Directors and Officers. The directors and officers of Merger Subsidiary Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified and/or additional persons are selectedor until their earlier death, resignation or removal.

Directors and Officers. The directors of Merger Subsidiary Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws Bylaws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time individuals set forth on Schedule 1.05 hereto shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified and/or additional persons are selectedqualified.

Directors and Officers. The directors of Merger Subsidiary Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and the officers of the Company and of the Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, each to hold office in accordance with the Certificate articles of Incorporation incorporation and Byby-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case Corporation until their respective successors are duly elected or appointed and qualified and/or additional persons are selectedqualified.

Directors and Officers. The directors of Merger Subsidiary immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office Corporation as of the Effective Time. The officers identified in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and Merger shall be the officers of the Company immediately prior Surviving Corporation as of the Effective Time, subject to the Effective Time shall be right of the initial officers Board of Directors of the Surviving Corporation, in each case until their respective successors are duly elected Corporation to appoint or appointed and qualified and/or additional persons are selectedreplace officers.

Directors and Officers. The directors of Merger Subsidiary Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws ByLaws of the Surviving Corporation, and the officers of the Company immediately prior to at the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified and/or additional persons are selectedqualified.

Directors and Officers. The directors of Merger Subsidiary Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate articles of Incorporation incorporation and By-laws bylaws of the Surviving Corporation, and the . The officers of the Company Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in each case until their respective successors are duly elected or appointed accordance with the articles of incorporation and qualified and/or additional persons are selectedbylaws of the Surviving Corporation.

Directors and Officers. The directors of Merger Subsidiary Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation Organization and By-laws of the Surviving Corporation, and the officers of the Company Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified and/or additional persons are selectedqualified.

Directors and Officers. The directors and officers of Merger Subsidiary Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified and/or additional persons are selected.

Directors and Officers. The officers and directors of Merger Subsidiary immediately prior to the Effective Time Sub shall be the initial directors and officers of the Surviving Corporation, each to . Each such officer and director shall hold office in accordance with the Certificate certificate of Incorporation incorporation and By-laws bylaws of the Surviving Corporation, Corporation and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are his or her successor is duly elected or appointed and qualified and/or additional persons are selectedin accordance with the certificate of incorporation and bylaws of the Surviving Corporation.

Directors and Officers. The directors of Merger Subsidiary Sub immediately prior to the Effective Time shall be elected as the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws Laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be elected as the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified and/or additional persons are selectedqualified.

Directors and Officers. The directors of Merger Subsidiary Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and By-laws Laws of the Surviving Corporation, Corporation and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified and/or additional persons are selected.successors

Directors and Officers. The directors and officers of Merger Subsidiary Sub in office immediately prior to the Effective Time shall be the initial directors and officers of the Surviving CorporationCorporation after the Effective Time, each to hold office and such directors and officers shall serve in accordance with the Certificate of Incorporation and By-laws Bylaws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case Corporation until their respective successors are duly elected or appointed and qualified and/or additional persons are selectedqualified.

Directors and Officers. The directors of Merger Subsidiary Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation charter and By-laws bylaws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the bylaws of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified and/or additional persons are selectedqualified.

Directors and Officers. The initial directors and officers of the Surviving Corporation shall be the directors of Merger Subsidiary Sub immediately prior to the Effective Time shall be the initial directors of the Surviving CorporationTime, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified and/or additional persons are selectedqualified.

Directors and Officers. The directors and officers of Merger Subsidiary Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws Bylaws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case Corporation until their respective successors are duly elected or appointed and qualified and/or additional persons are selectedqualified.

Directors and Officers. The directors and officers of Merger Subsidiary Sub immediately prior to the Merger Effective Time shall be the initial directors and officers of the Surviving Corporation, each to who shall hold office in accordance with the Certificate certificate of Incorporation incorporation and By-laws bylaws of the Surviving Corporation, and until the officers earlier of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case their resignation or removal or until their respective successors are duly elected or appointed and qualified and/or additional persons are selectedqualified, in any case in the manner provided in the certificate of incorporation and bylaws of the Surviving Corporation and in accordance with applicable Legal Requirements.

Directors and Officers. The directors and officers of Merger Subsidiary Sub in office immediately prior to the Effective Time shall will be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified and/or additional persons are selected.

Directors and Officers. The directors of Merger Subsidiary Sub immediately ---------------------- prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, Corporation and the officers of the Company immediately prior to the Effective Time individuals set forth on Schedule 2.7 shall be the initial officers of the Surviving Corporation, holding the office(s) set forth opposite their names, in each case case, until their respective successors are duly elected or appointed and qualified and/or additional persons are selectedqualified.

Directors and Officers. The directors of Merger Subsidiary immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, in each case Corporation until their respective successors are duly elected or appointed and qualified and/or additional persons are selectedqualified.

Directors and Officers. The directors of Merger Subsidiary Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation Organization and By-laws Laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified and/or additional persons are selectedqualified.

Directors and Officers. The directors of Merger Subsidiary Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified and/or additional persons are selectedqualified.

Directors and Officers. The directors of Merger Subsidiary Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers directors and officers, respectively, of the Surviving Corporation, and such directors and officers shall hold office in each case until their respective successors are duly elected or appointed accordance with and qualified and/or additional persons are selectedsubject to the Certificate of Incorporation and Bylaws of the Surviving Corporation.

Directors and Officers. The directors and officers of the Surviving Corporation shall consist of the directors and officers of Merger Subsidiary Sub, as it existed immediately prior to the Effective Time shall be the initial directors of the Surviving CorporationTime, each to hold office until changed in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified and/or additional persons are selectedapplicable law.

Directors and Officers. The directors and officers of Merger Subsidiary Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to and shall hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers Bylaws of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified and/or additional persons are selectedappointed.

Directors and Officers. The directors and officers of Merger Subsidiary Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers Bylaws of the Surviving Corporation, in each case case, until their respective successors are duly elected or appointed and qualified and/or additional persons are selectedor until their earlier death, resignation or removal in accordance with the Surviving Corporation’s Certificate of Incorporation and Bylaws.

Directors and Officers. The directors and officers of Merger Subsidiary Sub immediately prior to the Effective Time shall be the initial directors members of the Surviving Corporation, each to hold office in accordance with the Certificate Board of Incorporation and By-laws of the Surviving Corporation, Directors and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case all of whom shall hold their respective offices until the election and qualification of their respective successors are duly elected or appointed and qualified and/or additional persons are selecteduntil their tenure is otherwise terminated in accordance with the bylaws of the Surviving Corporation.

Directors and Officers. The directors and officers of Merger Subsidiary Sub immediately prior to the Effective Time shall be become the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case Corporation and shall hold office from the Effective Time until their respective successors are duly elected or appointed and qualified and/or additional persons are selectedin the manner provided in the By-Laws of the Surviving Corporation, or as otherwise provided by law.

Directors and Officers. The directors and officers of Merger Subsidiary Sub holding office immediately prior to the Effective Time shall shall, from and after the Effective Time, be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are shall have been duly elected or appointed and qualified and/or additional persons are selectedor until their earlier death, resignation or removal in accordance with the Surviving Corporation's Articles of Incorporation and By-Laws.

Directors and Officers. The directors and officers of Merger Subsidiary Sub immediately prior to the Effective Time shall shall, from and after the Effective Time, be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case Corporation until their respective successors are have been duly elected or appointed and qualified and/or additional persons are selectedqualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s Certificate of Incorporation and Bylaws.

Directors and Officers. The directors and officers of Merger Subsidiary Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified and/or additional persons are selectedqualified.

Directors and Officers. The directors managers and officers of Merger Subsidiary Sub immediately prior to the Effective Time shall be the initial directors and officers, respectively, of the Surviving CorporationEntity from and after the Effective Time, each to hold office in accordance with the Certificate Articles of Incorporation Organization and By-laws the Operating Agreement of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case Entity until their respective successors are duly elected or appointed and qualified and/or additional persons are selectedor until their resignation or removal.

Directors and Officers. The officers and directors of Merger Subsidiary Sub immediately prior to the Effective Time shall be become the initial directors of the Surviving Corporation, each to hold office Corporation after until duly changed in accordance with the Certificate applicable law, and its Articles of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified and/or additional persons are selectedlaws.

Directors and Officers. The directors and officers of Merger Subsidiary Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws the Bylaws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified and/or additional persons are selected.

Directors and Officers. The directors and officers of Merger Subsidiary MergerSub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case Corporation and shall hold office until their respective successors are duly elected or appointed and qualified and/or additional persons are selectedqualify in the manner provided in the articles of incorporation or bylaws of the Surviving Corporation or as otherwise provided by Law, or until their earlier death, resignation or removal.

Directors and Officers. The directors and officers of Merger Subsidiary Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving CorporationCorporation immediately after the Effective Time, each to hold such office in accordance with the Certificate provisions of Incorporation the DGCL and By-laws the certificate of incorporation and bylaws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified and/or additional persons are selected.

Directors and Officers. The directors of Merger Subsidiary Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws Bylaws of the Surviving Corporation, and the . The executive officers of the Company (other than the Chairman of the Board) immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in each case until their respective successors are duly elected or appointed accordance with the Certificate of Incorporation and qualified and/or additional persons are selectedBylaws of the Surviving Corporation.

Directors and Officers. The directors of Merger Subsidiary Sub ---------------------- immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws Bylaws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified and/or additional persons are selectedqualified.

Directors and Officers. The directors of Merger Subsidiary Sub immediately prior to the Effective Time shall will be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and By-laws bylaws of the Surviving Corporation, and the officers of the Company Merger Sub immediately prior to the Effective Time shall will be the initial officers of the Surviving Corporation, each to hold office in accordance with the bylaws of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified and/or additional persons are selectedqualified.

Directors and Officers. The directors of Merger Subsidiary Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the . The officers of the Company Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed . Each director and qualified and/or additional persons are selected.officer of the

Directors and Officers. The directors of Merger Subsidiary Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws Bylaws of the Surviving Corporation, and the . The officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified and/or additional persons are selected.of

Directors and Officers. The directors and officers of Merger Subsidiary Sub immediately prior to before the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and By-laws Bylaws of the Surviving Corporation, Corporation and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified and/or additional persons are selectedqualified.

Directors and Officers. The directors and officers of Merger Subsidiary Sub in office immediately prior to the Effective Time shall be the initial directors and officers of the Surviving CorporationCorporation as of the Effective Time, each to hold office and thereafter such directors and officers shall serve in accordance with the Certificate of Incorporation and By-laws bylaws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case Corporation until their respective successors are duly elected or appointed and qualified and/or additional persons are selectedqualified.

Directors and Officers. The directors of Merger Subsidiary Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws the Bylaws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case Corporation until their respective successors are duly elected or appointed and qualified and/or additional persons are selected.or until their earlier death, resignation or removal in accordance with the Surviving Corporation's Certificate of

Directors and Officers. The directors of Merger Subsidiary immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, Sub and the officers of the Company immediately prior to the Effective Time shall be the initial officers directors and officers, respectively, of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified and/or additional persons are selectedCorporation as of the Effective Time.

Directors and Officers. The directors of Merger Subsidiary Sub and the officers of the Company immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified and/or additional persons are selected. Article 3.

Directors and Officers. The directors and officers of Merger Subsidiary Corp. in office immediately prior to the Effective Time, together with such additional Persons as may thereafter be elected, shall serve as the directors and officers, respectively, of the Surviving Corporation from and after the Effective Time shall be in accordance with the initial directors Bylaws of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified and/or additional persons are selected.

Directors and Officers. The directors and officers of Merger Subsidiary MergerSub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case Corporation at the Effective Time and shall hold office until their respective successors are duly elected or appointed and qualified and/or additional persons are selectedin the manner provided in the articles of incorporation or bylaws of the Surviving Corporation or as otherwise provided by Law, or until their earlier death, resignation or removal.

Directors and Officers. The directors and officers of Merger Subsidiary immediately prior to Sub at the Effective Time shall shall, from and after the Effective Time, be the initial directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed in accordance with the Bylaws of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified and/or additional persons are selected.

Directors and Officers. The directors and officers of Merger Subsidiary Sub in office immediately prior to the Effective Time shall be the initial directors and officers of the Surviving CorporationCorporation as of the Effective Time, each to hold office and thereafter such directors and officers shall serve in accordance with the Certificate of Incorporation and By-laws bylaws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case Corporation until their respective successors are duly elected or appointed and qualified and/or additional persons are selectedor until their earlier death, resignation or removal in accordance with the articles of incorporation and the bylaws of the Surviving Corporation.

Directors and Officers. The directors and officers of Merger Subsidiary Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws bylaws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified and/or additional persons are selected.

Directors and Officers. The Merger Sub’s directors of Merger Subsidiary and officers immediately prior to the Effective Time shall be the Surviving Corporation’s initial directors of the Surviving Corporation, each to and officers and shall hold office in accordance with the Certificate Articles of Incorporation and By-laws Bylaws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case Corporation until their respective successors are duly elected or appointed and qualified and/or additional persons are selectedor until their earlier death, resignation or removal.

Directors and Officers. The directors of Merger Subsidiary Mergersub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and By-laws Laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified and/or additional persons are selectedqualified.

Directors and Officers. The directors and officers of Merger Subsidiary Sub immediately prior to before the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws Bylaws of the Surviving Corporation, Corporation and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified and/or additional persons are selectedqualified.

Directors and Officers. The directors and officers of Company Merger Subsidiary Sub immediately prior to the Effective Time shall be the initial directors and officers, respectively, of the Surviving Corporation, each to hold office Corporation as of the Effective Time and until their successors are duly elected or appointed and qualified in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the applicable Law. The officers of the Company ISN Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case LLC as of the Effective Time and until their respective successors are duly elected or appointed and qualified and/or additional persons are selectedin accordance with applicable Law.

Directors and Officers. The directors of Merger Subsidiary Sub ---------------------- immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation charter and By-laws bylaws of the Surviving Corporation, and the officers of the Company Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the bylaws of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified and/or additional persons are selectedqualified.

Directors and Officers. The directors and officers of the Merger Subsidiary Sub immediately prior to before the Effective Time shall be the initial directors and officers of the Surviving CorporationCorporation immediately after the Effective Time, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, ’s certificate of incorporation and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified and/or additional persons are selectedbylaws.

Directors and Officers. The directors of Merger Subsidiary Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, Corporation and the officers of the Company Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case case, until their respective successors are duly elected or appointed and qualified and/or additional persons are selectedqualified.

Directors and Officers. The directors and officers of Merger Subsidiary Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case Corporation and shall hold office until their respective successors are duly elected and qualified, or appointed their earlier death, resignation or removal, in accordance with applicable Law and qualified and/or additional persons are selectedthe Surviving Corporation’s certificate of incorporation and bylaws.

Directors and Officers. The directors of Merger Subsidiary Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified and/or additional persons are selectedqualified.

Directors and Officers. The directors of Merger Subsidiary Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and By-laws the Bylaws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case Corporation until their respective successors are duly elected or appointed and qualified and/or additional persons are selected.or until their earlier death, resignation or removal in accordance with the Articles of Incorporation and Bylaws of the

Directors and Officers. The directors of Merger Subsidiary Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers directors and officers, respectively, of the Surviving Corporation, and such directors and officers shall hold office in each case until their respective successors are duly elected or appointed accordance with and qualified and/or additional persons are selectedsubject to the certificate of incorporation and bylaws of the Surviving Corporation.

Directors and Officers. The directors and officers of Merger Subsidiary Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving CorporationEntity, each to hold office in accordance with the Surviving Entity Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case Entity Bylaws until their respective successors are such director’s or officer’s successor is duly elected or appointed and qualified and/or additional persons are selectedqualified.

Directors and Officers. The directors and officers of Merger Subsidiary Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers Laws of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified and/or additional persons are selectedqualified.

Directors and Officers. The directors and officers of Merger Subsidiary Sub immediately prior to the Effective Time shall Time, shall, from and after the Effective Time, be the initial directors and officers, respectively, of the Surviving CorporationCorporation until their successors have been duly elected or appointed and qualified or until their earlier death, each to hold office resignation or removal in accordance with the Certificate certificate of Incorporation incorporation and Byby-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified and/or additional persons are selected.

Directors and Officers. The directors and officers of the Merger Subsidiary Sub immediately prior to before the Effective Time shall be the initial directors and officers of the Surviving CorporationCorporation immediately after the Effective Time, each to hold office in accordance with the Surviving Corporation’s Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified and/or additional persons are selectedBylaws.

Directors and Officers. The directors and officers of Merger Subsidiary immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, Corporation as of the Effective Time in each case until their respective successors are duly elected or appointed and qualified and/or additional persons are selectedor until their earlier death, resignation or removal.

Directors and Officers. The directors and officers of Merger Subsidiary Sub ---------------------- immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws Bylaws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified and/or additional persons are selected.

Directors and Officers. The directors and officers of Merger Subsidiary Sub immediately prior to the Effective Time shall shall, from and after the Effective Time, be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case Corporation until their respective successors are have been duly elected or appointed and qualified and/or additional persons are selectedor until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.

Directors and Officers. The At the Effective Time, the directors and officers of Merger Subsidiary immediately prior to the Effective Time Sub at such time shall be the initial directors and officers of the Surviving Corporation, each to hold a directorship or office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified and/or additional persons are selectedqualified.

Directors and Officers. The members of the board of directors of the Surviving Corporation shall be the directors of Merger Subsidiary Sub immediately prior to the Effective Time Time. The officers of the Surviving Corporation shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified and/or additional persons are selectedTime.

Directors and Officers. The directors and officers of Merger Subsidiary Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving CorporationCorporation until their respective death, in each case permanent disability, resignation, or removal or until their respective successors are duly elected or appointed and qualified and/or additional persons are selectedqualified.

Directors and Officers. The directors and officers of the Merger Subsidiary Sub immediately prior to the Effective Time shall shall, from and after the Effective Time, be the initial directors and officers, respectively, of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case Corporation until their respective successors are shall have been duly elected or appointed and qualified and/or additional persons are selectedin accordance with applicable law or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s Certificate of Incorporation and Bylaws.

Directors and Officers. The directors of Merger Subsidiary Sub ---------------------- immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate articles of Incorporation organization and Byby-laws of the Surviving Corporation, and the officers of the Company Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified and/or additional persons are selectedqualified.

Directors and Officers. The directors and officers of Merger Subsidiary Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, respectively, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case Corporation until their respective successors are duly elected or appointed and qualified and/or additional persons are selectedor until the earlier of their death, resignation or removal.

Directors and Officers. The directors and officers of Merger Subsidiary Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers Bylaws of the Surviving Corporation, in each case case, until their respective successors are duly elected or appointed and qualified and/or additional persons are selectedor until their earlier death, resignation or removal in accordance with the Surviving Corporation's Articles of Incorporation and Bylaws.

Directors and Officers. The directors and officers of Merger Subsidiary Sub, in each case, immediately prior to the Effective Time shall will, from and after the Effective Time, be the initial directors and officers, respectively, of the Surviving CorporationCorporation until their successors have been duly elected or appointed and qualified or until their earlier death, each to hold office resignation or removal in accordance with the Certificate certificate of Incorporation incorporation and Byby-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified and/or additional persons are selected.

Directors and Officers. The directors of Merger Subsidiary Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, Corporation and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in each case until their respective successors are duly elected or appointed accordance with the Articles of Organization and qualified and/or additional persons are selectedBy-Laws of the Surviving Corporation.

Directors and Officers. The directors and officers of Merger Subsidiary Sub immediately prior to the Effective Time shall will be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and By-laws Bylaws of the Surviving Corporation, Corporation and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified and/or additional persons are selectedqualified.

Directors and Officers. The directors and officers of Merger Subsidiary Sub ---------------------- immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws the Bylaws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified and/or additional persons are selected.

Directors and Officers. The directors and officers of Merger Subsidiary Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case to serve until their respective successors are duly elected or appointed and qualified and/or additional persons are selectedqualified.

Directors and Officers. The directors and officers of Merger Subsidiary Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case Corporation until their respective successors are shall have been duly elected or appointed and qualified and/or additional persons are selectedin accordance with applicable Law or until their earlier death, resignation or removal in accordance with the Surviving Corporation's Articles of Incorporation and Bylaws.

Directors and Officers. The At the Effective Time, the directors and officers of Merger Subsidiary Sub immediately prior to the Effective Time shall be become the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers Bylaws of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified and/or additional persons are selectedqualified.

Directors and Officers. The directors of Merger Subsidiary Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and By-laws Bylaws of the Surviving Corporation, and the . The officers of the Company Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in each case until their respective successors are duly elected or appointed and qualified and/or additional persons are selected.accordance with the Bylaws of the Surviving Corporation

Directors and Officers. The directors and officers of Merger Subsidiary Sub in office immediately prior to the Effective Time shall be the initial directors and officers of the Surviving CorporationCorporation as of the Effective Time, each to hold office and thereafter such directors and officers shall serve in accordance with the Certificate bylaws of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case Corporation until their respective successors are duly elected or appointed and qualified and/or additional persons are selectedqualified.