Common use of Directors and Officers Clause in Contracts

Directors and Officers. The directors of Purchaser and the officers of the Company at the Effective Time shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until their successors shall have been duly elected or appointed or qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporation.

Directors and Officers. The directors of Purchaser and the officers of the Company at immediately prior to the Effective Time shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until their successors shall have been duly elected or appointed or and qualified in accordance with applicable Law or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporation’s Certificate of Incorporation and Bylaws.

Directors and Officers. The Following the Effective Time, the directors of Purchaser the Company immediately prior to the Effective Time shall be the directors of the Surviving Corporation, and the officers of the Company at immediately prior to the Effective Time shall, from and after the Effective Time, shall be the directors and officers, respectively, officers of the Surviving Corporation Corporation, in each case until their respective successors shall have been are duly elected or appointed or and qualified or until their earlier death, resignation resignation, retirement, disqualification or removal in accordance with applicable law and the certificate Certificate of incorporation Incorporation and by-laws of the Surviving CorporationBylaws.

Directors and Officers. The directors of Purchaser and the officers of the Company at the Effective Time shall, from and after At the Effective Time, the officers and directors of Acquiror Sub immediately prior to the Effective Time shall be the officers and directors and officers, respectively, of the Surviving Corporation Corporation, in each case until their respective successors shall have been are duly elected or appointed or and qualified or until the earlier of their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporationremoval.

Directors and Officers. The directors of Purchaser the Company immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, and the officers of the Company at immediately prior to the Effective Time shall, from and after the Effective Time, shall be the directors and officers, respectively, of the Surviving Corporation until their successors shall have been duly elected or appointed or qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws initial officers of the Surviving Corporation, in each case until their successors are duly elected and qualified.

Directors and Officers. The directors of Purchaser the Company 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 at immediately prior to the Effective Time shall, from and after the Effective Time, shall be the directors and officers, respectively, initial officers of the Surviving Corporation Corporation, in each case until their respective successors shall have been are duly elected or appointed or qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporationqualified.

Directors and Officers. The directors of Purchaser and the officers of the Company at immediately prior to the Effective Time shall, from and after the Effective Time, shall be the directors and officers, respectively, of the Surviving Corporation and shall continue to hold office after the Effective Time until their respective successors shall have been are duly elected or appointed or and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporationremoval.

Directors and Officers. The At the Effective Time, the directors of Purchaser the Company immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Articles of Incorporation and By-Laws of the Surviving Corporation and to be assigned to the class previously assigned. At the Effective Time, the officers of the Company at immediately prior to the Effective Time shall, from and after the Effective Time, shall be the directors and officers, respectively, of the Surviving Corporation until their successors shall have been duly elected or appointed or qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed.

Directors and Officers. The directors of Purchaser and the officers of the Company at immediately prior to the Effective Time shallshall become, from and after the Effective Time, be the directors and officers, respectively, officers of the Surviving Corporation Corporation, until their respective successors shall have been are duly elected or appointed or qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws bylaws of the Surviving CorporationCorporation and the DGCL, or until such person’s earlier death, resignation or removal.

Directors and Officers. The From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with applicable law, the directors of Purchaser the Company at the Effective Time shall be the initial directors of the Surviving Corporation and the officers of the Company at the Effective Time shall, from and after the Effective Time, shall be the directors and officers, respectively, of the Surviving Corporation until their successors shall have been duly elected or appointed or qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws initial officers of the Surviving Corporation, in each case until their respective successors are duly elected and appointed or qualified.

Directors and Officers. The directors of Purchaser and the officers of the Company at the Effective Time shall, from At and after the Effective Time, the directors and officers of Purchaser holding office immediately prior to the Effective Time shall be the directors and officers, respectively, officers of the Surviving Corporation Corporation, until their respective successors shall have been duly elected or appointed or and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporation's Certificate of Incorporation and By-Laws.

Directors and Officers. The directors of Purchaser and the officers of the Company at immediately prior to the Effective Time shall, from and after the Effective Time, Date shall be the directors and officers, respectively, of the Surviving Corporation until their successors shall have been duly elected or appointed or qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws expiration of the Surviving Corporationcurrent terms as such, or prior resignation, removal or death.

Directors and Officers. The directors of Purchaser and the officers of the Company at immediately prior to the Effective Time shallshall become, from and after the Effective Time, be the directors and officersofficers of the Surviving Corporation, respectively, each to hold office from the Effective Time in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until their respective successors shall have been are duly elected or appointed and qualify, or qualified they resign or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporationare removed.

Directors and Officers. The directors of Purchaser the Company immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Articles of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company at immediately prior to the Effective Time shall, from and after the Effective Time, shall be the directors and officers, respectively, initial officers of the Surviving Corporation Corporation, in each case until their respective successors shall have been are duly elected or appointed or qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporationqualified.

Directors and Officers. The directors of Purchaser and the officers of the Company at immediately prior to the Effective Time shall, from and after the Effective Time, shall be the directors and officers, respectively, of the Surviving Corporation until their successors shall have been duly elected or appointed or qualified or until their earlier deathCorporation, resignation or removal each to hold office in accordance with the certificate Certificate of incorporation Incorporation and bythe By-laws Laws of the Surviving Corporation.

Directors and Officers. The From and after the Effective Time, until successors are duly elected or appointed and qualified, or until their earlier death, resignation or removal, in accordance with applicable Law, the directors of Purchaser at the Effective Time shall be the directors of the Surviving Corporation and the officers of the Company at the Effective Time shall, from and after the Effective Time, shall be the directors and officers, respectively, of the Surviving Corporation until their successors shall have been duly elected or appointed or qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws initial officers of the Surviving Corporation; provided that, upon the request of Parent or Purchaser, the Company shall cause any officers of the Company to be removed at the Effective Time.

Directors and Officers. The At the Effective Time, the directors of Purchaser Acquiror, as in effect immediately prior to the Effective Time, shall be the directors of the Surviving Corporation, until their respective successors are duly elected or appointed and qualified. The officers of Acquiror, as in effect immediately prior to the Effective Time, shall be the officers of the Company at the Effective Time shallSurviving Corporation, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until their respective successors shall have been are duly elected or appointed or qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporationqualified.

Directors and Officers. The directors of Purchaser and the officers of the Company at Acquiror immediately prior to the Effective Time shall, shall be the directors and officers of the Surviving Corporation from and after the Effective Time, be Time and shall hold office until the directors and officers, respectively, earlier of the Surviving Corporation until their successors shall have been duly elected or appointed or qualified or until their earlier respective death, resignation or removal or their respective successors are duly elected or appointed and qualified in accordance with the manner provided for in the certificate of incorporation and by-laws of the Surviving CorporationCorporation or as otherwise provided by the DGCL.

Directors and Officers. The directors of Purchaser and the officers of the Company at Acquiror immediately prior to the Effective Time shall, from and after the Effective Time, will be the directors and officers, respectively, of the Surviving Corporation Entity, from and after the Effective Time, until their successors shall have been duly elected or appointed or and qualified or until their earlier death, resignation or removal in accordance with the terms of the Surviving Entity’s certificate of incorporation and by-laws of bylaws and the Surviving CorporationDGCL.

Directors and Officers. The directors of Purchaser and the officers of the Company at Holdings immediately prior to the Effective Time shall, shall be the directors of the Surviving Corporation from and after the Effective Time, be Time and shall hold office until the directors and officers, respectively, earlier of the Surviving Corporation until their successors shall have been duly elected or appointed or qualified or until their earlier respective death, resignation or removal or their respective successors are duly elected or appointed and qualified in accordance with the manner provided for in the certificate of incorporation and by-laws of the Surviving Corporation, respectively, or as otherwise provided by the DGCL.

Directors and Officers. The directors of Purchaser and the officers of the Company at immediately prior to the Effective Time shall, from and after the Effective Time, shall be the directors and officers, respectively, officers of the Surviving Corporation until their successors shall have been duly elected or appointed or and qualified in accordance with applicable Law or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporation’s Certificate of Incorporation and Bylaws.

Directors and Officers. The directors of Purchaser and the officers of the Company at [Company] immediately prior to the Effective Time shall, shall be the directors of the Surviving Corporation from and after the Effective Time, be Time and shall hold office until the directors and officers, respectively, earlier of the Surviving Corporation until their successors shall have been duly elected or appointed or qualified or until their earlier respective death, resignation or removal or their respective successors are duly elected or appointed and qualified in accordance with the manner provided for in the certificate of incorporation and by-laws of the Surviving CorporationCorporation or as otherwise provided by the DGCL.

Directors and Officers. The directors of Purchaser the Company 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 Bylaws of the Surviving Corporation, and the officers of the Company at immediately prior to the Effective Time shall, from and after the Effective Time, shall be the directors and officers, respectively, initial officers of the Surviving Corporation in each case until their respective successors shall have been are duly elected or appointed or qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporationqualified.

Directors and Officers. The directors of Purchaser and the officers of the Company at Corporation immediately prior to the Effective Time shall, from and after the Effective Time, shall be the directors and officers, respectively, of the Surviving Corporation Survivor at and after the Effective Time until expiration of their current terms and until their successors shall have been duly are elected and qualified, or appointed prior resignation, removal, or qualified or until their earlier death, resignation or removal in accordance with subject to the certificate of incorporation and by-laws Bylaws of the Surviving CorporationCorporation and subsequent actions by the stockholders and/or directors of the Survivor.

Directors and Officers. The directors of Purchaser and the officers of the Company at the Effective Time shall, from At and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until their successors shall have been are duly elected or appointed or and qualified in accordance with applicable law or until their earlier death, resignation or removal in accordance with the certificate Surviving Corporation's Articles of incorporation Incorporation and by-laws Bylaws, the directors and officers of Purchaser at the Effective Time shall be the directors and officers of the Surviving Corporation.

Directors and Officers. The directors of Purchaser and the officers of the Company at the Effective Time shall, Surviving ---------------------- Corporation from and after the Effective Time, Time shall be the directors and officers, respectively, officers of the Surviving Corporation until their successors shall have been duly elected or appointed or qualified or until their earlier deathCompany immediately prior to the Effective Time, resignation or removal each to hold office in accordance with applicable law and the certificate of incorporation and by-laws bylaws of the Surviving Corporation.

Directors and Officers. The directors of Purchaser the Company 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 at immediately prior to the Effective Time shall, from and after the Effective Time, shall be the directors and officers, respectively, initial officers of the Surviving Corporation Corporation, in each case until their respective successors shall have been are duly elected or appointed or qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporationqualified.

Directors and Officers. The directors of Purchaser and the officers of the Company at the Effective Time shall, Surviving Corporation shall from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation Time until their successors shall have been duly elected or appointed or and qualified or until their earlier death, resignation or removal in accordance with the certificate Certificate of incorporation Incorporation and by-laws Bylaws of the Surviving CorporationCorporation be the respective individuals who are directors and officers of Merger Subsidiary immediately prior to the Effective Time.

Directors and Officers. The directors of Purchaser and the officers of the Company at the Effective Time shall, from From and after the Effective Time, until their successors are duly elected or appointed and qualified, the directors and officers of the Surviving Corporation shall be the directors and officers, respectively, officers of FHP in office immediately prior to the Surviving Corporation until their successors shall have been duly elected or appointed or qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving CorporationEffective Time.

Directors and Officers. The directors of Purchaser the Company immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Articles of Organization and By-Laws of the Surviving Corporation, and the officers of the Company at immediately prior to the Effective Time shall, from and after the Effective Time, shall be the directors and officers, respectively, initial officers of the Surviving Corporation Corporation, in each case until their respective successors shall have been are duly elected or appointed or qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporationqualified.

Directors and Officers. The directors of Purchaser and the officers of the Company at the Effective Time shall, will be the initial directors and officers of the Surviving Corporation and will hold office from and after the Effective Time, be Time in accordance with the directors articles of incorporation and officers, respectively, bylaws of the Surviving Corporation until their respective successors shall have been are duly elected or appointed or qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporationqualified.

Directors and Officers. (a) The directors of Purchaser and the officers of the Company at ---------------------- immediately prior to the Effective Time shall, from and after the Effective Time, shall be the initial directors and officers, respectively, of the Surviving Corporation until their successors shall have been duly elected or appointed or qualified or until their earlier deathCorporation, resignation or removal each to hold office in accordance with the certificate Certificate of incorporation Incorporation and byBy-laws of the Surviving Corporation. (b) 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.

Directors and Officers. The directors of Purchaser and the officers of the Company at the Effective Time shall, Surviving Corporation from and after the Effective Time, Time shall be the directors and officers, respectively, officers of the Surviving Corporation until their successors shall have been duly elected or appointed or qualified or until their earlier deathCompany immediately prior to the Effective Time, resignation or removal each to hold office in accordance with applicable law and the certificate of incorporation and by-laws of the Surviving Corporation.

Directors and Officers. The directors of Purchaser and the officers of the Company at immediately prior to the Effective Time shall, from and after the Effective Time, shall be the initial directors and officers, respectively, of the Surviving Corporation until their successors shall have been duly elected or appointed or qualified or until their earlier deathCorporation, resignation or removal 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.

Directors and Officers. The directors of Purchaser and the officers of the Company at immediately prior to the Effective Time shallTime, shall be, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation Corporation, and the executive officers of the Company immediately prior to the Effective Time will be the initial officers of the Surviving Corporation, in each case until their successors shall have been duly elected or appointed or and qualified or until their earlier death, resignation or removal in accordance with the certificate manner provided in the Articles of incorporation Incorporation and byBy-laws Laws of the Surviving Corporation, or as otherwise provided by law.

Directors and Officers. (a) The directors of Purchaser Acquiror immediately prior to the Effective Time shall be the directors of the Surviving Corporation as of the Effective Time and until their successors are duly appointed or elected in accordance with applicable law. (b) The officers of Acquiror immediately prior to the Effective Time shall be the officers of the Company at Surviving Corporation as of the Effective Time shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until their successors shall have been are duly elected or appointed or qualified or until their earlier death, resignation or removal elected in accordance with the certificate of incorporation and by-laws of the Surviving Corporationapplicable law.

Directors and Officers. The directors of Purchaser and the officers of the Company at the Effective Time shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation Entity until their successors shall have been duly elected or appointed or and qualified or until their earlier death, resignation or removal in accordance with the certificate Surviving Entity's Articles of incorporation Incorporation and by-laws of the Surviving CorporationBylaws.

Directors and Officers. The directors of Purchaser and the officers of the Company in office at the Effective Time shall, from shall be the directors and after officers of the Surviving Corporation in office at the Effective Time, be all of whom shall hold their offices until the directors election and officers, respectively, qualification of the Surviving Corporation until their respective successors shall have been duly elected or appointed or qualified or until their earlier deathremoval, resignation or removal death in accordance with the certificate of incorporation and by-laws of the Surviving CorporationBylaws.

Directors and Officers. The directors of Purchaser and the officers of the Company at immediately prior to the Effective Time shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until their successors shall have been duly elected or appointed or and qualified in accordance with applicable Law or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporation’s Articles of Incorporation and Bylaws.

Directors and Officers. The directors of Purchaser and the officers of the Company at the Effective Time shall, from From and after the Effective Time, (i) the directors of Merger Corp immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, and officers(ii) the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, respectivelyin each case, to hold office in accordance with the Certificate of Incorporation and the by-laws of the Surviving Corporation until their respective successors shall have been are duly elected or appointed or and qualified or until their earlier death, resignation or removal in accordance with the certificate Surviving Corporation’s Certificate of incorporation Incorporation and by-laws or the terms of the Surviving Corporationany contract pursuant to which they may be serving as such.

Directors and Officers. The directors of Purchaser the Company 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 at immediately prior to the Effective Time shall, from and after the Effective Time, shall be the directors and officers, respectively, initial officers of the Surviving Corporation Corporation, in each case until their respective successors shall have been are duly elected or appointed or qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporationqualified.

Directors and Officers. The directors of Purchaser and the officers of the Company at the Effective Time shall, ---------------------- Surviving Corporation from and after the Effective Time, Time shall be the directors and officers, respectively, officers of the Surviving Corporation until their successors shall have been duly elected or appointed or qualified or until their earlier deathCompany immediately prior to the Effective Time, resignation or removal each to hold office in accordance with applicable law and the certificate of incorporation and by-laws of the Surviving Corporation.

Directors and Officers. The directors of Purchaser the Company immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, to serve until their respective successors are duly elected or appointed and qualified. The officers of the Company immediately prior to the Effective Time shall be the officers of the Company at the Effective Time shallSurviving Corporation, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation to serve until their successors shall have been are duly elected or appointed or qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporationqualified.

Directors and Officers. The directors of Purchaser and the officers of the Company at immediately prior to the Effective Time shall, shall be the respective directors and officers of the Surviving Company from and after the Effective Time, be each to hold office from the directors Effective Time until the earlier of their resignation and officers, respectively, of the Surviving Corporation removal or until their successors shall have been are duly elected or appointed or and qualified or until their earlier death, resignation or removal in accordance with the manner provided in the certificate of incorporation and by-laws or bylaws of the Surviving CorporationCompany or as otherwise provided by law.

Directors and Officers. The As of the Effective Time, the directors of Purchaser the Company immediately prior to the Effective Time shall be the directors of the Surviving Corporation, and the officers of the Company at Buyer Subsidiary immediately prior to the Effective Time shall, from and after the Effective Time, shall be the directors and officers, respectively, officers of the Surviving Corporation Corporation, in each case until their successors shall have been the earlier of the resignation or removal of such person or until his or her successor is duly elected or appointed or qualified or until their earlier deathand qualified, resignation or removal in accordance with as the certificate of incorporation and by-laws of the Surviving Corporationcase may be.

Directors and Officers. The directors of Purchaser and the officers of the Company at Acquiror immediately prior to the Effective Time shall, shall be the directors of the Surviving Corporation from and after the Effective Time, be Time and shall hold office until the directors and officers, respectively, earlier of the Surviving Corporation until their successors shall have been duly elected or appointed or qualified or until their earlier respective death, resignation or removal or their respective successors are duly elected or appointed and qualified in accordance with the manner provided for in the certificate of incorporation and by-laws Bylaws of the Surviving CorporationCorporation or as otherwise provided by the DGCL.

Directors and Officers. The directors of Purchaser and the officers of the ---------------------- Company at the Effective Time shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until their successors shall have been duly elected or appointed or and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporation's Certificate of Incorporation and By-Laws.

Directors and Officers. The directors of Purchaser the Company immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Articles of Incorporation and Bylaws of the Surviving Corporation, and the officers of the Company at immediately prior to the Effective Time shall, from and after the Effective Time, shall be the directors and officers, respectively, initial officers of the Surviving Corporation Corporation, in each case until their respective successors shall have been are duly elected or appointed or and qualified or until the earlier of their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporationremoval.

Directors and Officers. The From and after the Effective Time, the directors of Purchaser the Company immediately prior to the Effective Time will be the directors of the Surviving Corporation, and the officers of the Company at immediately prior to the Effective Time shall, from and after the Effective Time, will be the directors and officers, respectively, officers of the Surviving Corporation Corporation, in each case until their respective successors shall have been are duly elected or appointed or qualified and qualified, or until their earlier death, resignation removal or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporationresignation.

Directors and Officers. The At the Effective Time, the directors of Purchaser and the officers of the Company at the Effective Time shall, from and after the Effective Time, shall be the directors and officers, respectively, officers of the Surviving Corporation Corporation, and each such director and officer shall hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation, until their successors shall have been duly elected his or appointed or qualified or until their earlier her death, resignation or removal in accordance with the certificate of incorporation or until his or her successor is duly elected or appointed and by-laws of the Surviving Corporationqualified.

Directors and Officers. The directors of Purchaser and the officers of the Company at the Effective Time shall, from From and after the Effective Time, the directors of the Company immediately prior to the Effective Time will be the directors and officers, respectively, of the Surviving Corporation until their successors shall have been duly elected or appointed or qualified or until their earlier deathEntity. From and after the Effective Time, resignation or removal in accordance with the certificate individuals serving as officers of incorporation and by-laws the Company immediately prior to the Effective Time will serve as officers of the Surviving CorporationEntity, holding the same titles and positions which such officers held with the Company immediately prior to the Effective Time.

Directors and Officers. The directors and officers of Purchaser Acquisition immediately prior to the Effective Time shall be the directors and the officers of the Company at the Effective Time shall, Surviving Corporation from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until their successors shall have been duly elected or elected, appointed or qualified or until the earlier of their earlier death, resignation or removal in accordance with the certificate articles of incorporation and by-laws bylaws of the Surviving Corporation.

Directors and Officers. The directors of Purchaser the Company immediately prior to the Effective Time shall be the 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 at immediately prior to the Effective Time shall, from and after the Effective Time, shall be the directors and officers, respectively, officers of the Surviving Corporation Corporation, in each case until their respective successors shall have been are duly elected or appointed or qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporationqualified.

Directors and Officers. The directors of Purchaser directors, managers and the officers of the Company at Acquiror immediately prior to the Effective Time shallshall be the directors, managers and officers of the Surviving Corporation from and after the Effective Time, be Time and shall hold office until the directors and officers, respectively, earlier of the Surviving Corporation until their successors shall have been duly elected or appointed or qualified or until their earlier respective death, resignation or removal or their respective successors are duly elected or appointed and qualified in accordance with the certificate manner provided for in the articles of incorporation organization and by-laws operating agreement of the Surviving CorporationCorporation or as otherwise provided by the KYLLCA.

Directors and Officers. The directors of Purchaser and the officers of the Company at the Effective Time shall, from From and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until their successors shall have been are duly elected or appointed or and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws bylaws of the Surviving Corporation, the directors of Purchaser immediately prior to the Effective Time will be, from and after the Effective Time, the initial directors of the Surviving Corporation, and the officers of Momenta immediately prior to the Effective Time will be, from and after the Effective Time, the initial officers of the Surviving Corporation.

Directors and Officers. The directors of Purchaser and the officers of the Company at the Effective Time shall, from and after At the Effective Time, be the officers and directors of the Company shall constitute the officers and officers, respectively, directors of the Surviving Corporation until such time as their successors shall have been duly elected or appointed or qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporationappointed.

Directors and Officers. The directors of Purchaser and the officers of the Company at Surviving Corporation as in office immediately prior to the Effective Time Date shall, from and after the Effective TimeDate, be the directors and officersofficers of Surviving Corporation, respectively, until the earlier of the Surviving Corporation their resignation or removal or until their respective successors shall have been are duly elected or appointed or qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporationqualified.

Directors and Officers. The directors of Purchaser and the officers of the Company at immediately prior to the Effective Time shall, from and after the Effective Time, shall be the directors and officers, respectively, of the Surviving Corporation until the earlier of their successors shall have been duly elected resignation or appointed or qualified removal or until their respective successors are duly elected and qualified, as the case may be. The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation until the earlier death, of their resignation or removal in accordance with or until their respective successors are duly elected and qualified, as the certificate of incorporation and by-laws of the Surviving Corporationcase may be.

Directors and Officers. The directors of Purchaser and the officers of the Company at Surviving Corporation immediately prior to the Effective Time shall, from and after the Effective Time, shall be the directors and officersofficers (holding the same titles and positions), respectively, of the Surviving Corporation until their respective successors shall have been duly elected or appointed or and qualified or until their earlier respective death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporationremoval.

Directors and Officers. The Unless otherwise directed by the Company, the directors of Purchaser and the officers of the Company at immediately prior to the Effective Time shall, from and after the Effective Time, be the directors and officersofficers of the Surviving Corporation, respectively, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation until their successors shall have been duly elected or appointed or qualified and qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporationremoval.

Directors and Officers. The directors of Purchaser and the officers of the Company at Company, in each case, immediately prior to the Effective Time shall, from and after the Effective Time, continue to be the directors and officers, respectively, of the Surviving Corporation until their successors shall have been duly elected or appointed or and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving CorporationCharter Documents.

Directors and Officers. The directors of Purchaser and the officers of the Company at immediately prior to the Effective Time shall, from and after the Effective Time, will be the directors and officers, respectively, of the Surviving Corporation until their successors shall have been duly elected or appointed or qualified or until their earlier deathCorporation, resignation or removal 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 will be the 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.

Directors and Officers. The directors of Purchaser and the officers of the Company at immediately prior to the Effective Time shall, from and after the Effective Time, shall be the directors and officers, respectively, officers of the Surviving Corporation until their successors shall have been duly elected or appointed or and qualified in accordance with applicable Law or until their earlier death, resignation or removal in accordance with the certificate Surviving Corporation’s Articles of incorporation Incorporation and by-laws Bylaws. Additionally, the sole director of the Surviving CorporationCompany will be appointed to serve on the Board of Directors of the Parent.

Directors and Officers. (a) The directors of Purchaser and the officers of the Company at immediately prior to the Effective Time shall, from and after the Effective Time, shall be the initial directors and officers, respectively, of the Surviving Corporation until their successors shall have been duly elected or appointed or qualified or until their earlier deathCorporation, resignation or removal each to hold office in accordance with the certificate of incorporation and by-laws of the Surviving Corporation, and the officers of 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 or until their earlier death, resignation or dismissal.

Directors and Officers. The At the Effective Time, the directors of Purchaser the Company immediately prior to the Effective Time shall be the directors of the Surviving Corporation, each to hold office in accordance with the Articles of Incorporation and By-Laws of the Surviving Corporation. At the Effective Time, the officers of the Company at immediately prior to the Effective Time shall, from and after the Effective Time, shall be the directors and officers, respectively, of the Surviving Corporation until their successors shall have been duly elected or appointed or qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed.

Directors and Officers. The At the Effective Time, the directors of Purchaser the Company, as in office immediately prior to the Effective Time, shall be the directors of the Surviving Corporation, until their respective successors are duly elected or appointed and qualified. At the Effective Time, the officers of the Company at the Effective Time shallCompany, from and after as in office immediately prior to the Effective Time, shall be the directors and officers, respectively, officers of the Surviving Corporation Corporation, until their respective successors shall have been are duly elected or appointed or qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporationqualified.

Directors and Officers. The directors of Purchaser and the officers of the Company at immediately prior to the Effective Time shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until their successors shall have been duly elected or appointed or and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporation’s Certificate of Incorporation and Bylaws.

Directors and Officers. The directors of Purchaser and the officers of the Company at Company, in each case, immediately prior to the Effective Time shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until their successors shall have been duly elected or appointed or and qualified or until their earlier death, resignation or removal in accordance with the certificate Certificate of incorporation Incorporation and by-laws of the Surviving Corporation. Xxxxx Xxxxx and Xxxxx Xxxxxxxx shall remain co-Presidents of the Surviving Corporation.

Directors and Officers. The directors of Purchaser and the officers of the Company at Advisor ---------------------- immediately prior to the Effective Time shall, shall be the directors and officers of the Surviving Corporation from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation Time until their successors shall have been duly elected or elected, appointed or qualified or until their earlier death, resignation or removal in accordance with the certificate articles of incorporation and by-laws of the Surviving Corporation.

Directors and Officers. The directors of Purchaser and the officers of the Company at Surviving Corporation immediately after the Effective Time shall, from shall be the directors and after officers of Parent immediately prior to the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until such time as their successors shall have been be duly elected or appointed or qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporationqualified.

Directors and Officers. The At the Effective Time, the directors of Purchaser and the officers of the Company at xxxxxxxx.xxx immediately prior to the Effective Time shallshall be and become the directors and officers (holding the same titles and positions) of the Surviving Corporation, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until their successors Time shall have been duly elected or appointed or qualified or until their earlier death, resignation or removal serve in accordance with the certificate Certificate of incorporation Incorporation and by-laws Bylaws of the Surviving Corporation.

Directors and Officers. The directors of Purchaser and the officers of the Company at the Effective Time shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation Entity until their successors shall have been duly elected or appointed or and qualified or until their earlier death, resignation or removal in accordance with the certificate Surviving Entity’s Articles of incorporation Incorporation and by-laws of the Surviving CorporationBylaws.

Directors and Officers. The directors of Purchaser and the officers of the Company at immediately prior to the Effective Time shall, from and after the Effective Time, shall be the directors and officers, respectively, of the Surviving Corporation until their successors shall have been duly elected expiration of the current terms as such, or appointed prior resignation, death or qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws removal. The directors of the Surviving CorporationCorporation shall be in the same classes and shall have the same terms of office as those of the Company.

Directors and Officers. The Our directors of Purchaser and the officers of the Company at immediately prior to the Effective Time shall, from and after the Effective Time, will be the directors and officers, respectively, officers of the Surviving Corporation until their successors shall have been duly elected or appointed or qualified or until their earlier respective death, permanent disability, resignation or removal or until their respective successors are duly elected and qualified all in accordance with the certificate of incorporation and by-laws of the Surviving Corporationapplicable law.

Directors and Officers. The directors of Purchaser the Company immediately prior to the Effective Time shall be the directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation, and the officers of the Company at immediately prior to the Effective Time shall, from and after the Effective Time, shall be the directors and officers, respectively, initial officers of the Surviving Corporation Corporation, in each case until their respective successors shall have been are duly elected or appointed or and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporationremoval.

Directors and Officers. The directors of Purchaser and the officers of the Company at immediately prior to the Effective Time shall, shall be the directors of the Surviving Corporation from and after the Effective Time, be Time and shall hold office until the directors and officers, respectively, earlier of the Surviving Corporation until their successors shall have been duly elected or appointed or qualified or until their earlier respective death, resignation or removal or their respective successors are duly elected or appointed and qualified in accordance with the manner provided for in the certificate of incorporation and by-laws of the Surviving CorporationCorporation or as otherwise provided by the DGCL.

Directors and Officers. The directors of Purchaser and the officers of the Company at Company, in each case, immediately prior to the Effective Time shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until their successors shall have been duly elected or appointed or and qualified or until their earlier death, resignation resignation, or removal in accordance with the certificate articles of incorporation and by-laws of the Surviving Corporation. All existing members of the Parent Board and the officers of the Parent shall remain unchanged following the Effective Time.

Directors and Officers. The directors of Purchaser and the officers of the Company at Corporation immediately prior to the Effective Time shall, from and after the Effective Time, shall be the directors and officers, respectively, officers of the Surviving Corporation Corporation, until their successors shall have been duly elected or appointed or and qualified or until their earlier deathotherwise provided by law, resignation the Certificate of Incorporation of the Surviving Corporation or removal in accordance with the certificate of incorporation and byBy-laws of the Surviving Corporation.

Directors and Officers. The directors of Purchaser and the officers of the Company at Acquiror immediately prior to the Effective Time shall, from and after the Effective Time, shall be the directors and officers, respectively, officers of the Surviving Corporation until their successors shall have been duly elected or appointed or and qualified or until their earlier death, resignation or removal in accordance with the certificate Articles of incorporation Incorporation and by-laws Bylaws of the Surviving Corporation.

Directors and Officers. The directors (i) officers of Purchaser and the Company as of immediately prior to the Effective Time, shall be the officers of the Company at the Effective Time shall, Surviving Corporation from and after the Effective Time, and (ii) the directors of the Company as of immediately after the Effective Time shall be the directors and officers, respectively, of the Surviving Corporation until their successors shall have been duly elected or appointed or qualified or until their earlier deathfrom and after the Effective Time, resignation or removal in each case, to hold office in accordance with the certificate of incorporation and by-laws Organizational Documents of the Surviving Corporation.

Directors and Officers. The directors of Purchaser the Company immediately prior to the Effective Time (who shall include at least all of the individuals then serving as directors of the LLC) shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation and until his or her successor is duly elected and qualified or until his or her earlier resignation or removal. The officers of the Company at immediately prior to the Effective Time shall, from and after the Effective Time, shall be the directors initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and officers, respectively, Bylaws of the Surviving Corporation and until their successors shall have been his or her successor is duly elected or appointed or and qualified or until their his or her earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporationremoval.

Directors and Officers. The directors of Purchaser and the officers of the Company at the Effective Time shall, Surviving ---------------------- Corporation from and after the Effective Time, Time shall be the directors and officers, respectively, officers of the Surviving Corporation until their successors shall have been duly elected or appointed or qualified or until their earlier deathCompany immediately prior to the Effective Time, resignation or removal each to hold office in accordance with applicable law and the certificate of incorporation and by-laws of the Surviving Corporation.

Directors and Officers. The directors of Purchaser and the officers of the Company at the Effective Time shall, from At and after the Effective Time, the directors and officers of the Company holding office immediately prior to the Effective Time shall be the directors and officersofficers of the Surviving Corporation, respectively, of the Surviving Corporation until their respective successors shall have been duly elected or appointed or qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporationqualified.

Directors and Officers. The directors of Purchaser and the officers of the Company at Buyer ---------------------- holding office immediately prior to the Effective Time shall, from and after the Effective Time, be the directors and officers, respectively, officers of the Surviving Corporation Corporation, until their respective successors shall have been duly elected or appointed or and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporation's Certificate of Incorporation and By-Laws.

Directors and Officers. The directors of Purchaser and the officers of the Company at immediately prior to the Effective Time shall, shall be the directors of the Surviving Corporation from and after the Effective Time, be Time and shall hold office until the directors and officers, respectively, earlier of the Surviving Corporation until their successors shall have been duly elected or appointed or qualified or until their earlier respective death, resignation or removal or their respective successors are duly elected or appointed and qualified in accordance with the manner provided for in the certificate of incorporation and by-laws bylaws of the Surviving CorporationCorporation or as otherwise provided by the DGCL.

Directors and Officers. The duly qualified and acting directors of Purchaser and the officers of the Company at immediately prior to the Effective Time shall, from and after the Effective Time, Date shall be the directors and officers, respectively, of the Surviving Corporation until their successors shall have been duly elected or appointed or qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws officers of the Surviving Corporation, each such director or officer to hold office until the term for which he or she has previously been elected shall expire and until his or her successor has been elected and qualified.

Directors and Officers. The directors of Purchaser and the officers of the Company at immediately prior to the Effective Time shallshall become, from and after the Effective Time, be the directors and officers, respectively, officers of the Surviving Corporation Corporation, until their respective successors shall have been are duly elected or appointed or qualified appointed, or until their such person’s earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporationremoval.

Directors and Officers. The From and after the Effective Time, the directors of Purchaser and the officers of the Company at the Effective Time shall, from and after the Effective Time, shall be the directors and officers, respectively, officers of the Surviving Corporation Corporation, in each case until their respective successors shall have been are duly elected or appointed or and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporationapplicable law.

Directors and Officers. The directors of Purchaser and the officers of the Company at immediately prior to the Merger Effective Time shall, from and after the Effective Time, shall be the directors and officersofficers of the Surviving Corporation, respectively, each to hold office in accordance with the Organizational Documents of the Surviving Corporation until their respective successors shall have been are duly elected or appointed or and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporationresignation.

Directors and Officers. The directors of Purchaser and the officers of the Company at the Effective Time shall, from From and after the Effective Time, the ---------------------- directors and officers of ORE immediately prior to the Effective Time shall be the directors and officers, respectively, officers of the Surviving Corporation Corporation, in each case until their successors shall have been duly elected or appointed or qualified and shall qualify or until their earlier death, resignation otherwise provided by law or removal in accordance with the certificate Articles of incorporation and by-laws Incorporation or Bylaws of the Surviving Corporation.

Directors and Officers. The directors of Purchaser and the officers of the Company at immediately prior to the Effective Time shall, from and after the Effective Time, Date shall be the directors and officers, respectively, officers of the Surviving Corporation Corporation, until their successors shall have been duly elected or appointed or and qualified or until their earlier deathotherwise provided by law, resignation the Articles of Incorporation of the Surviving Corporation, or removal in accordance with the certificate of incorporation and by-laws bylaws of the Surviving Corporation.

Directors and Officers. The directors of Purchaser and the officers of the Company at immediately prior to the Effective Time shall, from and after the Effective Time, shall be the directors and officers, respectively, officers of the Surviving Corporation until their successors shall have been duly elected or appointed or and qualified in accordance with applicable law or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporation’s Articles of Incorporation and Bylaws.

Directors and Officers. The directors of Purchaser and the officers of the Company at immediately prior to the Effective Time shall, from and after the Effective Time, be shall become the directors and officers, respectively, officers of the Surviving Corporation Entity until the earlier of their successors shall have been duly elected resignation or appointed or qualified removal or until their earlier deathrespective successors are duly elected and qualified, resignation or removal in accordance with as the certificate of incorporation and by-laws of the Surviving Corporationcase may be.

Directors and Officers. The directors of Purchaser the Company immediately prior to the Effective Time will be the directors of the Surviving Corporation, each to hold office in accordance with the articles of incorporation and bylaws of the Surviving Corporation, and the officers of the Company at immediately prior to the Effective Time shall, from and after the Effective Time, will be the directors and officers, respectively, officers of the Surviving Corporation Corporation, each to hold office in accordance with the bylaws of the Surviving Corporation, in each case until their respective successors shall have been are duly elected or appointed or qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporationqualified.

Directors and Officers. The directors of Purchaser and the officers of the Company at immediately prior to the Effective Time shallwill be, from and after the Effective Time, be the directors and officers, respectively, officers of the Surviving Corporation until their respective successors shall have been are duly elected or appointed or and qualified or until their earlier death, resignation or removal removal, in accordance with the Surviving Corporation’s certificate of incorporation and or by-laws of the Surviving Corporationlaws.

Directors and Officers. (a) The directors of Purchaser the Company immediately prior to the Effective Time shall be appointed as the directors of the Surviving Corporation immediately following the Effective Time, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. (b) The officers of the Company immediately prior to the Effective Time shall be the officers of the Company at Surviving Corporation, until the Effective Time shall, from and after the Effective Time, be the directors and officers, respectively, earlier of the Surviving Corporation their resignation or removal or until their respective successors shall have been are duly elected or appointed or qualified or until their earlier deathand qualified, resignation or removal in accordance with as the certificate of incorporation and by-laws of the Surviving Corporationcase may be.

Directors and Officers. The directors of Purchaser and the officers of the Company at Be At immediately prior to the Effective Time shall, from and after the Effective Time, shall be the directors and officers, respectively, officers of the Surviving Corporation Corporation, until their successors shall have been duly elected or appointed or and qualified or until their earlier deathotherwise provided by law, resignation or removal in accordance with the certificate Articles of incorporation and by-laws Incorporation or Bylaws of the Surviving Corporation.

Directors and Officers. The directors of Purchaser and the officers of the Company at immediately prior to the Effective Time shallwill become, from and after the Effective Time, be the directors and officers, respectively, officers of the Surviving Corporation Corporation, until their respective successors shall have been are duly elected or appointed or and qualified or until their earlier death, resignation or removal removal, in accordance with the Surviving Corporation's certificate of incorporation and or by-laws of the Surviving Corporationlaws.

Directors and Officers. The directors of Purchaser and the officers of the Company at Acquiror immediately prior to the Effective Time shall, from and after the Effective Time, will be the directors and officers, respectively, of the Surviving Corporation Entity, from and after the Effective Time, until their successors shall have been duly elected or appointed or and qualified or until their earlier death, resignation or removal in accordance with the certificate terms of the Surviving Entity’s articles of incorporation and by-laws of bylaws and the Surviving CorporationDGCL.

Directors and Officers. The directors of Purchaser and the officers of the Company at the Effective Time shall, from From and after the Effective Time, be until successors are duly elected or appointed and qualified in accordance with Applicable Law and the directors certificate of incorporation and officers, respectively, bylaws of the Surviving Corporation until their successors shall have been duly elected or appointed or qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws bylaws of the Surviving Corporation, (i) the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation.