Common use of Directors and Officers Clause in Contracts

Directors and Officers. The director(s) of Merger Sub immediately prior to the Effective Time shall be the initial director(s) of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation. The officers of 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.

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws By-Laws of the Surviving Corporation. The , and the officers of Merger Sub the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each to hold office in accordance with the Bylaws of the Surviving Corporationcase until their respective successors are duly elected or appointed and qualified.

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

Directors and Officers. The director(s) of Merger Sub immediately prior to the Effective Time shall be the initial director(s) of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws of the Surviving Corporation. The officers of 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.

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws By-laws of the Surviving Corporation. The officers of Merger Sub 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 Certificate of Incorporation and By-laws of the Surviving Corporation.

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation. The , and the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each to hold office in accordance with the Bylaws of the Surviving Corporationcase until their respective successors are duly elected or appointed and qualified.

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation. The officers of Merger Sub 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 certificate of incorporation and bylaws of the Surviving Corporation.

Directors and Officers. The At the Effective Time and by virtue of the Merger, the director(s) of Merger Sub immediately prior to the Effective Time shall be become the initial director(s) of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws By-laws of the Surviving Corporation. The At the Effective Time and by virtue of the Merger, the officers of Merger Sub immediately prior to the Effective Time shall be become the initial officers of the Surviving Corporation, each to hold office in accordance with the Bylaws By-laws of the Surviving Corporation.

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws of the Surviving Corporation. The officers of Merger Sub 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 Articles of Incorporation and Bylaws of the Surviving Corporation.

Directors and Officers. The director(s) of Merger Sub immediately ---------------------- prior to the Effective Time shall be the initial director(s) of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws of the Surviving Corporation. The officers of 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.

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation. The officers of 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.

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws By-laws of the Surviving Corporation. The officers of 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 Certificate of Incorporation and By-laws of the Surviving Corporation.

Directors and Officers. The director(s) of Merger Sub immediately ---------------------- prior to the Effective Time shall be the initial director(s) of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation. The officers of 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.

Directors and Officers. The director(s) directors of Merger Sub immediately (or such other or additional individuals as Acquiror may designate prior to the Effective Time Closing) shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation. The ; and the officers of Merger Sub immediately prior to the Effective Time Company shall be continue as the initial officers of the Surviving Corporation, in each to hold office in accordance with the Bylaws of the Surviving Corporationcase until their respective successors are duly elected or appointed and qualified.

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws of the Surviving Corporation. The officers of 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.

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation. The officers of Merger Sub 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 Certificate of Incorporation and Bylaws of the Surviving Corporation.

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws Code of Regulations of the Surviving Corporation. The , and the officers of Merger Sub the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each to hold office in accordance with the Bylaws of the Surviving Corporationcase until their respective successors are duly elected or appointed and qualified.

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation. The officers of 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 Certificate of Incorporation and Bylaws of the Surviving Corporation.

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws By-laws of the Surviving Corporation. The , and the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each to hold office in accordance with the Bylaws of the Surviving Corporationcase until their respective successors are duly elected or appointed and qualified.

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws By-Laws of the Surviving Corporation. The , and the officers of Merger Sub the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each to hold office in accordance with the Bylaws of the Surviving Corporationcase until their respective successors are duly elected or appointed and qualified.

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate articles of Incorporation incorporation and Bylaws by-laws of the Surviving Corporation. The officers of Merger Sub 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 articles of incorporation and by-laws of the Surviving Corporation.

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws By-Laws of the Surviving Corporation. The , and the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each to hold office in accordance with the Bylaws of the Surviving Corporationcase until their respective successors are duly elected or appointed and qualified.

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to at and after 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.

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws of the Surviving Corporation. The , and the officers of Merger Sub the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each to hold office in accordance with the Bylaws of the Surviving Corporationcase until their respective successors are duly elected or appointed and qualified.

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws by-laws of the Surviving Corporation. The officers of Merger Sub 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 certificate of incorporation and by-laws of the Surviving Corporation.

Directors and Officers. The director(s) Directors of Merger Sub MergerSub immediately prior to the Effective Time shall be the initial director(s) Directors of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws of the Surviving Corporation. The officers of Merger Sub MergerSub 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.

Directors and Officers. The director(s) directors of Merger Sub ---------------------- immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation. The , and the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each to hold office in accordance with the Bylaws of the Surviving Corporationcase until their respective successors are duly elected or appointed and qualified.

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation. The officers of 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 certificate of incorporation and bylaws of the Surviving Corporation.

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws ByLaws of the Surviving Corporation. The , and the officers of Merger Sub the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each to hold office in accordance with the Bylaws of the Surviving Corporationcase until their respective successors are duly elected or appointed and qualified.

Directors and Officers. The At the Effective Time and by virtue of the Merger, the director(s) of Merger Sub immediately prior to the Effective Time shall be become the initial director(s) of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws By-Laws of the Surviving Corporation. The At the Effective Time and by virtue of the Merger, the officers of Merger Sub immediately prior to the Effective Time shall be become the initial officers of the Surviving Corporation, each to hold office in accordance with the Bylaws By-Laws of the Surviving Corporation.

Directors and Officers. The director(s) of Merger Sub immediately prior to the Effective Time shall be the initial director(s) of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation. The officers of 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.

Directors and Officers. The director(s) of Merger Sub immediately prior to the Effective Time shall be the initial director(s) of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation. The officers of 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.

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws by-laws of the Surviving Corporation. The At the Effective Time, the officers of the Surviving Corporation shall be the officers of Merger Sub immediately prior to the Effective Time shall Time, together with any additional officers as may be the initial officers of the Surviving Corporation, each to hold office in accordance with the Bylaws of the Surviving Corporationagreed upon prior thereto by Parent and KeySpan or as may be appointed thereafter.

Directors and Officers. The director(s) of Merger Sub immediately prior to the Effective Time shall be the initial director(s) of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws By-laws of the Surviving Corporation. The officers of 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 By-laws of the Surviving Corporation.

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office serve in accordance with the Certificate of Incorporation and Bylaws Organizational Documents of the Surviving Corporation. The officers of 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 Organizational Documents of the Surviving Corporation.

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office serve in accordance with the Certificate of Incorporation and Bylaws Organizational Documents of the Surviving Corporation. The officers of Merger Sub 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 Organizational Documents of the Surviving Corporation.

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws of the Surviving Corporation. The officers of 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 Articles of Incorporation and Bylaws of the Surviving Corporation.

Directors and Officers. The director(s) of Merger Sub immediately prior to the Effective Time shall be the initial director(s) of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation. The officers of 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.

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be at the initial director(s) Effective Time become the directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall be at the initial Effective Time become the officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation.

Directors and Officers. The director(s) of Merger Sub immediately prior to the Effective Time shall be the initial director(s) of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation directors and Bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Company Merger Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in accordance with the Bylaws articles of incorporation and bylaws of the Surviving Corporation.

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Merger I Effective Time shall be the initial director(s) directors of the Intermediate Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Intermediate Surviving Corporation. The officers of Merger Sub immediately prior to the Merger I Effective Time shall be the initial officers of the Intermediate Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Intermediate Surviving Corporation.

Directors and Officers. The director(s) director of Merger Sub immediately prior to the Effective Time shall will be the initial director(s) director of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws By-Laws of the Surviving CorporationCorporation until his successor is duly elected or appointed and qualified. The officers of Merger Sub the Company 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 Corporationuntil their respective successors are duly elected or appointed and qualified.

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate articles of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation. The officers of 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 articles of incorporation and bylaws of the Surviving Corporation.

Directors and Officers. The director(s) of Merger Sub immediately ---------------------- prior to the Effective Time shall be the initial director(s) of the Surviving Corporation, each to hold office in accordance with the Surviving Corporation's Certificate of Incorporation and Bylaws of the Surviving CorporationBylaws. The Merger Sub's officers of 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.

Directors and Officers. The director(s) of Merger Sub immediately prior to the Effective Time shall be the initial director(s) of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation Organization and Bylaws of the Surviving Corporation. The officers of 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.

Directors and Officers. The director(s) director of Merger Sub immediately prior to the Effective Time shall be the initial director(s) director of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws of the Surviving Corporation. The officers of 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.

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation. The officers Officers of 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; provided, that effective upon Closing, Rose X. Xxxxxx xxxll be the Chief Operating Officer of the Surviving Corporation.

Directors and Officers. The director(s) of Merger Sub immediately prior to the Effective Time shall be the initial director(s) of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation. The officers of 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 bylaws of the Surviving Corporation.

Directors and Officers. The director(s) of Merger Sub immediately prior to the Effective Time shall be the initial director(s) of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation, until their respective successors are duly elected or appointed and qualified. The officers of 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 CorporationCorporation until their respective successors are duly appointed.

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws By-Laws of the Surviving Corporation. The officers of 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 Certificate of Incorporation and By-Laws of the Surviving Corporation.

Directors and Officers. The director(s) of Merger Sub immediately prior to the Effective Time shall be the initial director(s) of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws of the Surviving Corporation. The officers of Merger Sub 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.

Directors and Officers. The At the Effective Time and by virtue of the Merger, the director(s) of Merger Sub immediately prior to the Effective Time shall be become the initial director(s) of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws bylaws of the Surviving Corporation. The At the Effective Time and by virtue of the Merger, the officers of Merger Xxxxxx Sub immediately prior to the Effective Time shall be become the initial officers of the Surviving Corporation, each to hold office in accordance with the Bylaws bylaws of the Surviving Corporation.

Directors and Officers. The director(s) of Merger Sub immediately ---------------------- prior to the Effective Time shall be the initial director(s) of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws of the Surviving Corporation. The Unless otherwise determined by Parent, the officers of 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.

Directors and Officers. The director(s) of Merger Sub immediately prior to the Effective Time shall be the initial director(s) of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws By-laws of the Surviving Corporation. The officers of 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 By-laws of the Surviving Corporation.

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws By-laws of the Surviving Corporation. The officers of 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 Articles of Incorporation and By-laws of the Surviving Corporation.

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Subsidiary Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws By-Laws of the Subsidiary Surviving Corporation. The , and the officers of the Merger Sub immediately prior to the Effective Time shall be the initial officers of the Subsidiary Surviving Corporation, in each to hold office in accordance with the Bylaws of the Surviving Corporationcase until their respective successors are duly elected or appointed and qualified.

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws of the Surviving Corporation. The officers Officers of 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; provided, that effective upon Closing, Harrx X. Xxxxxxx xxxll be the President of the Surviving Corporation.

Directors and Officers. The director(s) director of Merger Sub immediately prior to the Effective Time Time, Xx. Xxxx Xxxxx, shall be the initial director(s) director of the Surviving CorporationCompany, each to hold office in accordance with the Certificate of Incorporation and Bylaws By-laws of the Surviving Corporation. The Company, and the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving CorporationCompany, in each to hold office in accordance with the Bylaws of the Surviving Corporationcase until their respective successors are duly elected or appointed and qualified.

Directors and Officers. The director(s) of Merger Sub immediately prior to the Effective Time shall be the initial director(s) of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation. The officers of 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.Surviving

Directors and Officers. The director(s) director of Merger Sub immediately (or such other or additional individuals as Acquiror may designate prior to the Effective Time Closing) shall be the initial director(s) director of the Surviving Corporation, each to who will hold office in accordance with the Certificate articles of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation. The ; and the officers of Merger Sub immediately prior to shall continue as the Effective Time shall be the initial officers of the Surviving Corporation, in each to hold office in accordance with the Bylaws of the Surviving Corporationcase until their respective successors are duly elected or appointed and qualified.

Directors and Officers. The director(s) of Merger Sub immediately ---------------------- prior to the Effective Time shall be the initial director(s) of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws of the Surviving Corporation. The officers of 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.

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws By-laws of the Surviving Corporation. The , and the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case to hold office in accordance with the Bylaws Certificate of Incorporation and By-Laws of the Surviving CorporationCorporation and with the DGCL until their respective successors are duly elected or appointed and qualified.

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving CorporationCompany, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving CorporationCompany. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving CorporationCompany, each to hold office in accordance with the Bylaws certificate of incorporation and bylaws of the Surviving CorporationCompany.

Directors and Officers. The director(s) of Merger Sub immediately prior to the Effective Time shall be the initial director(s) of the Surviving Corporation, each to hold office in accordance with the Surviving Corporation's Certificate of Incorporation and Bylaws of the Surviving CorporationBylaws. The Merger Sub's officers of 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.

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office serve in accordance with the Certificate Articles of Incorporation and Bylaws the Code of Regulations of the Surviving Corporation. The officers of 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 Articles of Incorporation and the Code of Regulations of the Surviving Corporation.

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation. The officers of 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 Certificate of Incorporation and Bylaws of the Surviving Corporation.

Directors and Officers. The director(s) Directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) Directors of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws of the Surviving Corporation. The officers of 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.

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate articles of Incorporation incorporation and Bylaws by-laws of the Surviving Corporation. The officers of 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 articles of incorporation and by-laws of the Surviving Corporation. ARTICLE II Section 2.01 Effect of the Merger on the Company Capital Stock and the Capital Stock of Merger Sub.

Directors and Officers. The director(s) directors of Merger Sub ---------------------- immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws By-Laws of the Surviving Corporation. The officers of 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 Certificate of Incorporation and By-Laws of the Surviving Corporation.

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws Code of Regulations of the Surviving Corporation. The officers of Merger Sub 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 articles of incorporation and code of regulations of the Surviving CorporationCorporation until the earlier of their resignation or removal.

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time Closing shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation. The officers of Merger Sub the Company immediately prior to the Effective Time Closing shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Bylaws certificate of incorporation and bylaws of the Surviving Corporation.

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Merger Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws of the Surviving Corporation. The officers of Merger Sub the Company immediately prior to the Merger Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Articles of Incorporation and Bylaws of the Surviving Corporation.

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws of the Surviving Corporation. The officers of Merger Sub 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 Articles Incorporation and Bylaws of the Surviving Corporation.

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving Corporation, each to serve in accordance with the Organizational Documents of the Surviving Corporation. The initial officers of the Surviving Corporation shall be the officers identified in writing by Parent to the Company no later than five (5) Business Days prior to the Closing Date, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation. The officers of 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 Organizational Documents of the Surviving Corporation.

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Effective Time shall be the initial director(s) directors of the Surviving CorporationCorporation as of the Effective Time, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving CorporationCorporation as of the Effective Time, each to hold office in accordance with the Bylaws of the Surviving Corporation.

Directors and Officers. The director(s) of Merger Sub immediately prior to the Effective Time shall be the initial director(s) of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation. The officers officer(s) of Merger Sub immediately prior to the Effective Time shall be the initial officers officer(s) of the Surviving Corporation, each to hold office in accordance with the Bylaws of the Surviving Corporation.

Directors and Officers. The director(s) directors of Merger Sub immediately prior to the Merger Effective Time shall be the initial director(s) members of the Board of Managers of the Surviving CorporationEntity, each to hold office in accordance with the Certificate of Incorporation Formation and Bylaws limited liability company agreement of the Surviving CorporationEntity. The officers of Merger Sub the Company immediately prior to the Merger Effective Time shall be the initial officers of the Surviving CorporationEntity, each to hold office in accordance with the Bylaws Certificate of Formation and limited liability company agreement of the Surviving CorporationEntity.

Directors and Officers. The director(s) director of Merger Sub immediately prior to the Effective Time shall be the initial director(s) director of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation. The officers of 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.

Directors and Officers. The At the Effective Time and by virtue of the Merger, the director(s) of Merger Sub immediately prior to the Effective Time shall be the initial director(s) of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws By-laws of the Surviving Corporation. The At the Effective Time and by virtue of the Merger, the officers of 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 By-laws of the Surviving Corporation.