Common use of Directors and Officers Clause in Contracts

Directors and Officers. At the Effective Time, the directors of Merger Sub and the officers of the Company immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation. Each director and officer of the Surviving Corporation shall hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until his or her death, resignation or removal or a successor is duly elected or appointed and qualified.

Directors and Officers. At the Effective Time, the The directors and officers of Merger Sub and the officers of the Company Subsidiary immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation. Each director and officer Corporation as of the Surviving Corporation shall hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until his or her death, resignation or removal or a successor is duly elected or appointed and qualifiedEffective Time.

Directors and Officers. At the Effective Time, the The directors and officers of Merger Sub and the officers of the Company immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation. Each director and officer of the Surviving Corporation shall , each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws of the Surviving Corporation until his or her death, resignation or removal or a successor is their respective successors are duly elected or appointed and qualified.

Directors and Officers. At the Effective Time, the directors of Merger Sub and the officers of the Company Merger Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation. Each director and officer of the Surviving Corporation shall hold office in accordance with the Certificate Articles of Incorporation and Bylaws of the Surviving Corporation until his or her death, resignation or removal or a successor is duly elected or appointed and qualified.

Directors and Officers. At Unless otherwise determined by Parent prior to the Effective Time, the directors of Merger Sub and the officers of the Company immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation. Each , each to hold the office of a director and officer of the Surviving Corporation shall hold office in accordance with the Certificate provisions of California Law and the Articles of Incorporation and Bylaws of the Surviving Corporation until his or her death, resignation or removal or a successor is their successors are duly elected or appointed and qualified. The officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, each to hold office in accordance with the provisions of the Bylaws of the Surviving Corporation.

Directors and Officers. At the Effective Time, the The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and the Bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation's Certificate of Incorporation and Bylaws. The officers of the Company immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation. Each director and officer of the Surviving Corporation shall hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until his or her death, resignation or removal or a successor is duly elected or appointed and qualified.

Directors and Officers. At Unless otherwise determined by Parent prior to the Effective Time, the directors and officers of Merger Sub and the officers of the Company immediately prior to the Effective Time shall be the initial sole directors and officers of the Surviving Corporation. Each director and officer Corporation effective as of the Surviving Corporation shall Effective Time, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until his or her death, resignation or removal or a successor is their successors are duly elected or appointed and qualifiedqualified or until their earlier death, resignation or removal.

Directors and Officers. At the Effective Time, the directors of Merger Sub and immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Organizational Documents of the Surviving Corporation. At the Effective Time, the officers of the Company immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation. Each director and officer of the Surviving Corporation shall , each to hold office in accordance with the Certificate of Incorporation and Bylaws Organizational Documents of the Surviving Corporation until his or her death, resignation or removal or a successor is duly elected or appointed and qualifiedCorporation.

Directors and Officers. At the Effective Time, (i) the directors of Merger Sub and the officers of the Company immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to serve in accordance with the Organizational Documents of the Surviving Corporation, and (ii) the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation. Each director and officer of the Surviving Corporation shall , each to hold office in accordance with the Certificate of Incorporation and Bylaws Organizational Documents of the Surviving Corporation until his or her death, resignation or removal or a successor is duly elected or appointed and qualifiedCorporation.

Directors and Officers. At the Effective Time, the The directors of Merger Sub and the officers of the Company immediately prior to Surviving Corporation at the Effective Time shall be the initial directors and officers of Merger Sub in office immediately prior to the Surviving Corporation. Each director and officer of the Surviving Corporation shall hold office Effective Time, each to serve in accordance with the Certificate of Incorporation and Bylaws by-laws of the Surviving Corporation until his or her death, resignation or removal or a successor is duly elected or appointed and qualifiedCorporation.

Directors and Officers. At From and after the Effective Time, the directors of Merger Sub and the officers of the Company immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation. Each director and officer of the Surviving Corporation shall , each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation. The initial officers of the Surviving Corporation until his or her death, resignation or removal or a successor is duly elected or appointed and qualifiedshall be the officers designated by Parent prior to the Effective Time.

Directors and Officers. At the Effective Time, the The directors and officers of Merger Sub and the officers of the Company serving in those positions immediately prior to the Effective Time shall be will become the initial directors and officers of the Surviving Corporation. Each director Corporation as of the Effective Time, and officer will remain the directors and officers of the Surviving Corporation shall hold office after the Merger, in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation each case until his or her death, resignation or removal or a successor is their respective successors are duly elected or appointed and qualifiedqualified or until the earlier of their death, resignation or removal.

Directors and Officers. At the Effective Time, the The directors and officers of Merger Sub and the officers of the Company immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation. Each director Corporation until their successors shall have been duly elected or appointed and officer of the Surviving Corporation shall hold office qualified in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation applicable Law or until his or her their earlier death, resignation or removal or a successor is duly elected or appointed in accordance with the Surviving Corporation’s Certificate of Incorporation and qualifiedBylaws.

Directors and Officers. At the Effective Time, the The directors of Merger Sub ---------------------- immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation. Each director and officer of the Surviving Corporation shall hold office , in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation each case until his or her death, resignation or removal or a successor is their respective successors are duly elected or appointed and qualified.

Directors and Officers. At the Effective Time, the directors of Merger Sub shall be the initial directors of the Surviving Corporation, until their successors are duly elected or appointed and the qualified. The officers of the Company immediately prior to at the Effective Time shall be the initial directors and officers of the Surviving Corporation. Each director and officer of the Surviving Corporation shall hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation , until his or her death, resignation or removal or a successor is their respective successors are duly elected or appointed and qualified.

Directors and Officers. At Except as otherwise set forth herein, from and after the Effective TimeTime of the Merger, the directors of Merger Sub the Surviving Corporation and the officers of the Company Surviving Corporation shall be those persons serving as directors and officers of Merger Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation. Each director and officer of the Surviving Corporation shall hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until his or her death, resignation or removal or a successor is duly elected or appointed and qualifiedMerger.

Directors and Officers. At From and after the Effective Time, the directors and officers of Merger Sub and the officers of the Company immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation. Each director , and officer of the Surviving Corporation such directors and officers shall hold office in accordance with the Certificate of Incorporation serve until their successors have been duly elected or appointed and Bylaws of the Surviving Corporation qualified or until his or her their death, resignation or removal or a successor is duly elected or appointed and qualifiedin accordance with the Organizational Documents of the Surviving Corporation.

Directors and Officers. At From and after the Effective Time, the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation. Each director , in each case, until their respective successors have been duly elected or appointed and officer of the Surviving Corporation shall hold office qualified or until their earlier death, resignation or removal in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until his or her death, resignation or removal or a successor is duly elected or appointed and qualifiedCorporation.

Directors and Officers. At the Effective Time, (a) the directors of Merger Sub and the officers of the Company immediately prior to the Effective Time Co shall be the initial directors and officers of the Surviving Corporation. Each director and officer of the Surviving Corporation shall , each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation Corporation, and (b) the officers of Merger Co shall be the officers of the Surviving Corporation, in each case until his or her death, resignation or removal or a successor is their respective successors are duly elected or appointed and qualifiedqualified or until the earlier of their death, resignation or removal.

Directors and Officers. At From and after the Effective Time, the directors and officers of Merger Sub and the officers of the Company immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation. Each director , and officer of the Surviving Corporation such directors and officers shall hold office serve until their successors have been duly elected or appointed and qualified or until their death, resignation or removal in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until his or her death, resignation or removal or a successor is duly elected or appointed and qualifiedCorporation.

Directors and Officers. At the Effective Time, the The directors of Merger Sub and the officers of the Company Subsidiary immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation as of the Effective Time. The officers of the Company (together with the persons designated by Parent and notified to the Company in writing at least two business days prior to the Effective Time) shall be the officers of the Surviving Corporation. Each director and officer Corporation as of the Effective Time subject to the right of the Board of Directors of the Surviving Corporation shall hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until his to appoint or her death, resignation or removal or a successor is duly elected or appointed and qualifiedreplace officers.

Directors and Officers. At the Effective Time, the directors of the Merger Sub and the officers of the Company immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation. Each director and officer of the Surviving Corporation shall , each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws By-Laws of the Surviving Corporation Corporation. At the Effective Time, the officers of the Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until his or her death, resignation or removal or a successor is their respective successors are duly elected or appointed and qualifiedappointed.

Directors and Officers. At the Effective Time, the The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Surviving Corporation Certificate of Incorporation and the Surviving Corporation By-laws, and the officers of the Company immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation. Each director and officer of the Surviving Corporation shall hold office , in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation each case until his or her death, resignation or removal or a successor is their respective successors are duly elected or appointed and qualifiedqualified or until their earlier death, resignation or removal; provided that, on the Effective Time, Xxxx will be elected President of the Surviving Corporation, as more particularly set forth in his Employment Agreement.

Directors and Officers. At the Effective Time, the The directors of Merger Sub 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 the By-laws of the Surviving Corporation (and the directors of the Company shall resign as directors effective at the Effective Time), and the officers of the Company immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation. Each director and officer of the Surviving Corporation shall hold office , in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation each case until his or her death, resignation or removal or a successor is their respective successors are duly elected or appointed and qualifiedqualified or until the earlier of their death, resignation or removal.

Directors and Officers. At the Effective Time, the (a) The directors of Merger Sub 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 or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. (b) The officers of the Company immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation. Each director and officer of the Surviving Corporation shall hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until his their respective successors are duly appointed and qualified or her until their earlier death, resignation or removal or a successor is duly elected or appointed in accordance with the certificate of incorporation and qualifiedbylaws of the Surviving Corporation.

Directors and Officers. At From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with applicable Law, the directors of Merger Sub and the officers of the Company Subsidiary immediately prior to the Effective Time shall be comprise all of the initial directors of the Surviving Corporation. Parent and Merger Subsidiary shall cause the directors of the Surviving Corporation to appoint the officers of the Surviving Corporation immediately prior to the Effective Time as all the officers of the Surviving Corporation. Each director and officer of the Surviving Corporation shall hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until his or her death, resignation or removal or a successor is duly elected or appointed and qualified.

Directors and Officers. At and after the Effective Time, the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation. Each director and officer of the Surviving Corporation shall hold office , in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation each case until his or her death, resignation or removal or a successor is duly their successors are elected or appointed and qualified. If, at the Effective Time, a vacancy shall exist on the board of directors or in any office of the Surviving Corporation, such vacancy may thereafter be filled in the manner provided by Law.

Directors and Officers. At From and after the Effective Time, the directors and officers of the Surviving Corporation shall be the directors and officers of Merger Sub and the officers of the Company immediately prior to the Effective Time Time. Such persons shall be the initial serve as directors and officers of the Surviving Corporation. Each director and officer of the Surviving Corporation shall or hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until his or her death, the earlier of their resignation or removal or a successor is until their respective successors are duly elected or appointed and qualified.

Directors and Officers. At The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation immediately following the Effective Time, until their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal in accordance with the directors certificate of Merger Sub incorporation and by-laws of the Surviving Corporation. The officers of the Company immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation. Each director Corporation immediately following the Effective Time until their respective successors are duly appointed and officer of the Surviving Corporation shall hold office qualified or their earlier death, resignation or removal in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until his or her death, resignation or removal or a successor is duly elected or appointed and qualifiedCorporation.

Directors and Officers. At the Effective Time, the The directors of Merger Sub and the officers of the Company immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation. Each director and officer of the Surviving Corporation shall , each to hold office in accordance with the Certificate of Incorporation and Bylaws By-laws of the Surviving Corporation, and the initial officers of the Surviving Corporation shall be the officers of the Company immediately prior to Closing, in each case until his or her death, resignation or removal or a successor is their respective successors are duly elected or appointed and qualifiedqualified or until the earlier of their death, resignation or removal.

Directors and Officers. At the Effective Time, the The directors of Merger Sub and the officers of the Company immediately prior to Surviving Corporation at the Effective Time shall be the initial directors and officers officers, respectively, of Merger Sub immediately prior to the Surviving Corporation. Each director Effective Time, and officer of the Surviving Corporation such persons shall hold office in accordance with the Certificate of Incorporation until their respective successors are duly elected and Bylaws of the Surviving Corporation until his qualified, or her their earlier death, resignation or removal or a successor is duly elected or appointed and qualifiedremoval.

Directors and Officers. At the Effective Time, the The directors of Merger Sub and the officers of the Company immediately prior to the Effective Time (other than those officers who Parent determines shall be the initial directors and not remain as officers of the Surviving Corporation. Each director ), in each case, as of the Effective Time shall, from and officer after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation shall hold office in accordance with the Certificate of Incorporation Corporation, until their successors have been duly elected or appointed and Bylaws of the Surviving Corporation qualified or until his or her their earlier death, resignation or removal or a successor is duly elected or appointed in accordance with the certificate of incorporation, bylaws of the Surviving Corporation and qualifiedapplicable Law.

Directors and Officers. At Subject to applicable Law, at and immediately after the Effective Time, the directors of the Surviving Corporation shall consist of the directors of Merger Sub in office immediately prior to the Effective Time, until their respective successors are duly elected or appointed and the qualified or their earlier death, resignation or removal. The officers of the Company immediately prior to the Effective Time Closing Date shall be the initial directors and officers of the Surviving Corporation. Each director Corporation and officer of the Surviving Corporation shall hold office in accordance with the Certificate of Incorporation until their respective successors are duly elected and Bylaws of the Surviving Corporation until his qualified, or her their earlier death, resignation or removal or a successor is duly elected or appointed and qualifiedremoval.

Directors and Officers. At From and after the Effective Time, (i) the directors of Merger Sub Subsidiary 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 initial directors and officers of the Surviving Corporation. Each director and officer of the Surviving Corporation shall , in each case to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until his their respective successors shall have been duly elected, designated or her qualified, or until their earlier death, resignation or removal or a successor is duly elected or appointed in accordance with the certificate of incorporation and qualifiedbylaws of the Surviving Corporation.

Directors and Officers. At the Effective Time, the The directors of Merger Sub and the officers of the Company Merger Subsidiary immediately prior to before the Effective Time shall be at the initial Effective Time become the directors and officers of the Surviving Corporation. Each director Corporation and officer of the Surviving Corporation shall hold office from the Effective Time in accordance with the Certificate articles of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until his or her death, resignation or removal or a successor is their respective successors are duly elected or appointed and qualifiedqualified or until their earlier death, resignation or removal.

Directors and Officers. At the Effective Time, the directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each such director to hold office in accordance with the DGCL, the Certificate of Incorporation and By-Laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall shall, subject to the applicable provisions of the Certificate of Incorporation and By-Laws of the Surviving Corporation, be the initial directors and officers of the Surviving Corporation. Each director and officer of the Surviving Corporation shall hold office , in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation each case until his or her death, resignation or removal or a successor is their respective successors are duly elected or appointed and qualified.

Directors and Officers. At and after the Effective Time, Time the directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation. Each director and officer of the Surviving Corporation shall hold office , in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation each case until his or her death, resignation or removal or a successor is duly their successors are elected or appointed and qualified. If, at the Effective Time, a vacancy shall exist on the Board of Directors or in any office of the Surviving Corporation, such vacancy may thereafter be filled in the manner provided by law.

Directors and Officers. At the Effective Time, the The directors of Merger Sub and the officers of the Company immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation. Each director and officer of the Surviving Corporation shall , each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws by-laws of the Surviving Corporation Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until his or her death, resignation or removal or a successor is their respective successors are duly elected or appointed and qualifiedqualified or until their earlier death, resignation or approval. The Company shall cause the officers and directors of the Company to submit their resignations to the Surviving Corporation effective as of the Effective Time.

Directors and Officers. At the Effective Time, the The directors of Merger Sub ---------------------- 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 immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation. Each director and officer of the Surviving Corporation shall hold office , in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation each case until his or her death, resignation or removal or a successor is their respective successors are duly elected or appointed appointed, as the case may be, and qualified.

Directors and Officers. At the Effective Time, the The directors of Merger Sub and the officers of the Company Subsidiary ---------------------- immediately prior to the Effective Time shall be the initial directors and of the Surviving Corporation as of the Effective Time. The officers of the Company shall be the officers of the Surviving Corporation. Each director and officer Corporation as of the Effective Time, subject to the right of the Board of Directors of the Surviving Corporation shall hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until his to appoint or her death, resignation or removal or a successor is duly elected or appointed and qualifiedreplace officers.

Directors and Officers. At the Effective Time, the The directors of Merger Sub and the officers of the Company immediately prior to Merger Subsidiary at the Effective Time shall be the initial directors and officers of the Surviving Corporation. Each director Corporation and officer of the Surviving Corporation shall hold office from the Effective Time in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until his or her death, resignation or removal or a successor is their respective successors are duly elected or appointed and qualifiedqualified or until their earlier death, resignation or removal.

Directors and Officers. At From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with applicable Law, (a) the directors of Merger Sub and the officers of the Company MergerSub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and (b) the officers of MergerSub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation. Each director and officer of the Surviving Corporation shall , in each case to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws the by-laws of the Surviving Corporation until his or her death, resignation or removal or a successor is duly elected or appointed and qualifiedCorporation.

Directors and Officers. At The directors of the ---------------------- Company immediately prior to the Effective Time, Time shall be the directors of Merger Sub the Surviving Corporation immediately following the Merger, each to hold office in accordance with the Charter and By-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation. Each director and officer of Corporation immediately following the Surviving Corporation shall hold office Merger, in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation each case until his or her death, resignation or removal or a successor is their respective successors are duly elected or appointed and qualified.

Directors and Officers. At the Effective Time, the directors and officers of Merger Sub and the officers of the Company immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation. Each director and officer of the Surviving Corporation shall hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation , until his or her death, resignation or removal or a successor is their respective successors are duly elected or appointed and qualified. For the avoidance of doubt, immediately after the Effective Time, Xxxxxx Xxxxxxxxx shall be a director of the Surviving Corporation and shall also serve as the President of the Surviving Corporation.

Directors and Officers. At and after the Effective Time, the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation. Each director and officer of the Surviving Corporation shall hold office , in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation each case until his or her death, resignation or removal or a successor is duly their successors are elected or appointed and qualified. If, at the Effective Time, a vacancy shall exist on the Board of Directors or in any office of the Surviving Corporation, such vacancy may thereafter be filled in the manner provided by law.

Directors and Officers. At From and after the Effective Time, the directors of Merger Sub shall be the directors of the Surviving Corporation, and except as set forth on Schedule 1.5 of the Company Disclosure Schedule, the officers of the Company immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation. Each director , and officer of the Surviving Corporation such directors and officers shall hold office serve until their successors have been duly elected or appointed and qualified or until their death, resignation or removal in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until his or her death, resignation or removal or a successor is duly elected or appointed and qualifiedCorporation.

Directors and Officers. At From and after the Effective Time, the directors of Merger Sub and the officers of the Company immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation. Each director , in each case, until their respective successors are duly elected or appointed and officer of the Surviving Corporation shall hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until his qualified or her their earlier death, resignation or removal or a successor is duly elected or appointed in accordance with the certificate of incorporation and qualifiedbylaws of the Surviving Corporation.

Directors and Officers. At the Effective Time, the directors of Merger Sub the Merging Corporation shall be the directors of the Surviving Corporation and the officers of the Company immediately prior to the Effective Time Surviving Corporation shall be the initial directors and officers of the Surviving Corporation. Each director and officer of the Surviving Corporation shall hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until his or her death, the earlier of their resignation or removal or a successor is until their respective successors are duly elected or appointed and qualified, as the case may be.

Directors and Officers. At the Effective Time, the directors and officers of Merger Sub and the officers of the Company immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation. Each director and officer of the Surviving Corporation shall hold office in accordance with the Certificate of Incorporation and Bylaws by-laws of the Surviving Corporation until his or her death, resignation or removal or a successor is duly elected or appointed and qualified.

Directors and Officers. At As of the Effective Time, (i) the directors of Merger Sub shall be the sole directors of the Surviving Corporation and (ii) the officers of the Company immediately prior to the Effective Time shall be the initial directors and remain officers of the Surviving Corporation. Each director and officer Corporation until such time as they are removed in accordance with the governing documents of the Surviving Corporation shall Corporation, in each case to hold office in accordance with the Certificate of Incorporation and Bylaws the by-laws of the Surviving Corporation until his or her death, resignation or removal or a successor is duly elected or appointed and qualifiedCorporation.

Directors and Officers. At the Effective Time, the The directors of Merger Sub and the officers Surviving Corporation as of the Company immediately prior to the Effective Time shall be the initial directors and officers of Merger Sub immediately prior to the Surviving Corporation. Each director and officer of the Surviving Corporation shall hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation Effective Time, until his or her death, resignation or removal or a successor is their respective successors are duly elected or appointed and qualified. The officers of the Surviving Corporation as of the Effective Time shall be the officers of Merger Sub immediately prior to the Effective Time, until their respective successors are duly appointed.

Directors and Officers. At From and after the Effective Time, the directors and officers of Merger Sub and the officers of the Company immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation. Each director , and officer of the Surviving Corporation such directors and officers shall hold office in accordance with the Certificate of Incorporation serve until their successors have been duly elected or appointed and Bylaws of the Surviving Corporation qualified or until his or her their death, resignation or removal or a successor is duly elected or appointed and qualifiedin accordance with the Organizational Documents of the Surviving Corporation.

Directors and Officers. At and after the Effective Time, the board of directors of the Surviving Corporation will be comprised of the directors of Merger Sub immediately prior to the Effective Time, and the officers of the Company Surviving Corporation will be the officers of Merger Sub immediately prior to the Effective Time shall be the initial directors Time, in each case until their respective successors have been duly elected or appointed and officers of the Surviving Corporation. Each director and officer of the Surviving Corporation shall hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation qualified or until his or her their earlier death, resignation or removal or a successor is duly elected or appointed in accordance with the Surviving Corporation's Articles of Incorporation and qualifiedRegulations in effect after the Effective Time.

Directors and Officers. At The directors of each Merger Sub immediately prior to the Effective Time, Time will be the initial directors of Merger Sub the applicable Surviving Corporation, and the officers of the each Company immediately prior to the Effective Time shall will be the initial directors and officers of the applicable Surviving Corporation. Each director and officer of the Surviving Corporation shall , each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until his or her death, resignation or removal or a respective successor is duly elected or appointed and qualified, or his or her earlier death, resignation or removal, in accordance with such Surviving Corporation’s certificate of incorporation and bylaws and the DGCL.

Directors and Officers. At From and after the Effective Time, (a) the directors of Merger Sub and the officers of the Company immediately prior to at the Effective Time shall be the initial directors and officers of the Surviving Corporation. Each director and officer of the Surviving Corporation shall , each to hold office in accordance with the Certificate of Incorporation and Bylaws by-laws of the Surviving Corporation Corporation, and (b) the officers of Merger Sub at the Effective Time shall be the initial officers of the Surviving Corporation, in each case, until his or her death, resignation or removal or a successor is their respective successors are duly elected or appointed and qualified.

Directors and Officers. At the Effective Time, the The directors and officers of Merger Sub and the officers of the Company immediately prior to the Effective Time shall be the initial only directors and officers of the Surviving Corporation. Each director , respectively, in each case until the earlier of their resignation, removal or death or the due election and officer qualification of their successors and/or additional directors and officers in accordance with the certificate of incorporation and bylaws of the Surviving Corporation shall hold office in accordance with and the Certificate of Incorporation and Bylaws of the Surviving Corporation until his or her death, resignation or removal or a successor is duly elected or appointed and qualifiedDGCL.

Directors and Officers. At the Effective Time, (a) the directors of Merger Sub and the officers of the Company immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to serve in accordance with the Governing Documents of the Surviving Corporation, and (b) the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation. Each director and officer of the Surviving Corporation shall , each to hold office in accordance with the Certificate of Incorporation and Bylaws Governing Documents of the Surviving Corporation until his or her death, resignation or removal or a successor is duly elected or appointed and qualifiedCorporation.

Directors and Officers. At the Effective Time, the The directors of Merger Sub and the officers of the Company Surviving Corporation immediately prior to after the Effective Time shall be the initial directors and officers of Merger Sub, in each case as in effect immediately prior to the Surviving Corporation. Each director and officer of the Surviving Corporation shall hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation Effective Time, each to serve until his or her death, resignation or removal or a until his or her respective successor is duly elected or appointed and qualified.

Directors and Officers. At the Effective Time, (a) the directors of Merger Sub and the officers of the Company immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to serve in accordance with the Organizational Documents of the Surviving Corporation, and (b) the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation. Each director and officer of the Surviving Corporation shall , each to hold office in accordance with the Certificate of Incorporation and Bylaws Organizational Documents of the Surviving Corporation until his or her death, resignation or removal or a successor is duly elected or appointed and qualifiedCorporation.

Directors and Officers. At From and after the Effective Time, : (a) the directors director(s) of Merger Sub and the officers of the Company immediately prior to the Effective Time shall will be the initial directors and officers director(s) of the Surviving Corporation. Each director and officer of the Surviving Corporation shall , each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws of the Surviving Corporation until his or her deathCorporation; and (b) the officers of Merger Sub immediately prior to the Effective Time will be the officers of the Surviving Corporation, resignation or removal or a successor is duly elected or appointed and qualifiedeach to hold office in accordance with the Bylaws of the Surviving Corporation.

Directors and Officers. At From and after the Effective Time, the directors of Merger Sub and the officers of the Company immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation. Each director , in each case until their respective successors are duly elected or appointed and officer of the Surviving Corporation shall hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until his qualified or her their earlier death, resignation or removal or a successor is duly elected or appointed in accordance with the certificate of incorporation and qualifiedbylaws of the Surviving Corporation.

Directors and Officers. At the Effective Time, the The directors of Merger Sub and the officers of the Company MergerSub immediately prior to the Effective Time and the individuals identified on Schedule 1.4 hereto to be officers of the Surviving Corporation, from and after the Effective Time shall be the initial directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed in accordance with the Bylaws of the Surviving Corporation (and Buyer, as the then sole shareholder of the Surviving Corporation, and the Surviving Corporation shall take such action as may be appropriate to elect or appoint such persons as directors and officers of the Surviving Corporation. Each director Corporation and officer of the Surviving Corporation shall hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until his or her death, resignation or removal or a successor is duly elected or appointed and qualifiedSubsidiaries).

Directors and Officers. At the Effective Time, the directors of the Surviving Corporation shall be the directors of Merger Sub and the officers of the Company immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation. Each director and officer of the Surviving Corporation shall hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation Time, until his or her death, resignation or removal or a successor is their respective successors are duly elected or appointed and qualified. At the Effective Time, the officers of the Surviving Corporation shall be the officers of Merger Sub immediately prior to the Effective Time, until their resignation or removal or their respective successors are duly appointed.

Directors and Officers. At the Effective Time, the directors and officers of Merger Sub and shall become the officers of the Company immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation. Each director and officer of the Surviving Corporation shall hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until his or her their earlier death, resignation or removal or a successor is duly elected or appointed in accordance with the articles of incorporation and qualifiedbylaws of the Surviving Corporation. At the Effective Time, the directors and officers of the Company shall cease to be the directors and officers of the Company.

Directors and Officers. At the Effective Time, the The directors of Merger Sub and the officers of the Company immediately prior to the Effective Time shall will be the initial directors of the Surviving Corporation immediately following the Effective Time, and the officers of Xxxxxx Sub immediately prior to the Effective Time will be the officers of the Surviving Corporation. Each director and officer of Corporation immediately following the Surviving Corporation shall hold office Effective Time, in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation each case, until his or her death, resignation or removal or a successor is their respective successors are duly elected or appointed and qualifiedqualified or their earlier death, resignation or removal, in each case as provided in the Organizational Documents of the Surviving Corporation and in accordance with applicable Law.

Directors and Officers. At and after the Effective Time, the directors and officers of the Surviving Corporation shall be the directors and officers of Merger Sub and the officers of the Company immediately prior to the Effective Time shall be the initial directors Time, until their respective successors have been duly elected or appointed and officers of the Surviving Corporation. Each director and officer of the Surviving Corporation shall hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation qualified or until his or her their earlier death, resignation or removal or a successor is duly elected or appointed in accordance with the articles of incorporation and qualifiedbylaws of the Surviving Corporation.

Directors and Officers. At the Effective Time, the The directors and officers of Merger Sub and the officers of the Company immediately prior to before the Effective Time shall be the initial directors and officers of the Surviving Corporation. Each director and officer of Corporation immediately after the Surviving Corporation shall Effective Time, each to hold office in accordance with the Surviving Corporation's Certificate of Incorporation and Bylaws Bylaws. Each current director and officer of the Surviving Corporation until Arbortext and its Subsidiaries shall submit his or her death, resignation or removal or a successor is duly elected or appointed and qualifiedat the Closing to be effective at the Effective Time.

Directors and Officers. At the Effective Time, the The directors of Merger Sub and the officers of the Company immediately prior to the Effective Time shall be the initial directors and of the Surviving Corporation as of the Effective Time. The officers of the Surviving Corporation. Each director Corporation as of the Effective Time and officer their titles, subject to the right of the board of directors of the Surviving Corporation to appoint or replace officers, shall hold office be as set forth in accordance with the Certificate of Incorporation and Bylaws Section 2.06 of the Surviving Corporation until his or her death, resignation or removal or a successor is duly elected or appointed and qualifiedDisclosure Schedule.

Directors and Officers. At the Effective Time, the The directors of Merger Sub and the officers of the Company immediately prior to the Merger Effective Time shall be the initial directors and officers of the Surviving Corporation. Each director , and officer of the Surviving Corporation each shall hold his or her respective office or offices from and after the Merger Effective Time until his successor shall have been elected and shall have qualified in accordance with applicable Law, or as otherwise provided in the Certificate of Incorporation and Bylaws or By-laws of the Surviving Corporation until his or her death, resignation or removal or a successor is duly elected or appointed and qualifiedCorporation.

Directors and Officers. At From and after the Effective Time, the officers of the Company shall be the officers of the Surviving Corporation and the directors of Merger Sub and the officers of the Company immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation. Each director and officer of the Surviving Corporation shall hold office , in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation each case until his or her their respective death, permanent disability, resignation or removal or a successor is until their respective successors are duly elected or appointed and qualifiedqualified all in accordance with applicable Law.

Directors and Officers. At the Effective Time, the The directors of Merger Sub and the officers of the Company immediately prior to Merger Subsidiary at the Effective Time shall will be the initial directors and officers of the Surviving Corporation. Each director Corporation and officer of the Surviving Corporation shall will hold office from the Effective Time in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation until his or her death, resignation or removal or a successor is their respective successors are duly elected or appointed and qualified.

Directors and Officers. At the Effective Time, the The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation. Each director and officer of the Surviving Corporation shall hold office , in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation each case until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or removal or a successor is duly elected or appointed in accordance with the Surviving Corporation’s certificate of incorporation and qualifiedby-laws.

Directors and Officers. At the Effective Time, the The directors of Merger Sub and the officers of the Company immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation. Each director and officer of the Surviving Corporation shall , each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws by-laws of the Surviving Corporation Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until his or her death, resignation or removal or a successor is their respective successors are duly elected or appointed and qualifiedqualified or until their earlier death, resignation or dismissal. The Company shall cause the officers and directors of the Company to submit their resignations to the Surviving Corporation as of the Effective Time.

Directors and Officers. At the Effective Time, the The directors of Merger Sub and the officers of the Company immediately prior to the Merger Effective Time shall be the initial directors and officers of the Surviving Corporation. Each director , and officer each shall hold his respective office or offices from and after the Merger Effective Time until his successor shall have been elected and shall have qualified in accordance with applicable Law, or as otherwise provided in the Articles of Association of the Surviving Corporation shall hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until his or her death, resignation or removal or a successor is duly elected or appointed and qualifiedCorporation.

Directors and Officers. At the Effective Time, the The directors of Merger Sub and the officers of the Company immediately prior to the Effective Time shall be the initial directors and officers of the Surviving CorporationCorporation as of the Effective Time. Each director and officer The officers of the Surviving Corporation shall hold office in accordance with be elected by the Certificate of Incorporation and Bylaws directors of the Surviving Corporation until his or her death, resignation or removal or a successor is duly elected or appointed and qualifiedas of the Effective Time.

Directors and Officers. At the Effective Time, the The directors of Merger Sub and the officers of the Company Surviving Corporation immediately prior to after the Effective Time shall be the initial directors and officers of the Surviving Corporation. Each director and officer of the Surviving Corporation shall hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until his or her death, resignation or removal or a successor is duly elected or appointed and qualifiedMerger Sub.

Directors and Officers. At the Effective Time, the The directors of Merger Sub and the officers of the Company immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation. Each director , and each of the officers of Mxxxxx Sub immediately prior to the Effective Time shall be an officer of the Surviving Corporation shall hold office Corporation, in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation each case until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or removal or a successor is duly elected or appointed and qualifiedin accordance with the Surviving Corporation’s bylaws.

Directors and Officers. At From and after the Effective Time, : (a) the directors director(s) of Merger Sub and the officers of the Company immediately prior to the Effective Time shall will be the initial directors and officers director(s) of the Surviving Corporation. Each director and officer of the Surviving Corporation shall , each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until his or her deathCorporation; and (b) the officers of Merger Sub immediately prior to the Effective Time will be the officers of the Surviving Corporation, resignation or removal or a successor is duly elected or appointed and qualifiedeach to hold office in accordance with the Bylaws of the Surviving Corporation.

Directors and Officers. At the Effective Time, the directors of Merger Sub and the officers of the Company Corp. immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation. Each director and officer of the Surviving Corporation shall , each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws of the Surviving Corporation Corporation, in each case until his or her death, resignation or removal or a successor is their respective successors are duly elected or appointed (as the case my be) and qualified. At the Effective Time, the officers of Merger Corp. immediately prior to the Effective Time shall be the officers of the Surviving Corporation and shall hold office until the earlier of their respective deaths, resignations or removals.

Directors and Officers. At the Effective Time, the The directors of Merger Sub and the officers of the Company immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation. Each director and officer of the Surviving Corporation shall hold office in accordance with as of the Certificate Effective Time. The officers of Incorporation the Company shall, from and Bylaws after the Effective Time, become the officers of the Surviving Corporation until his their successors shall have been duly elected, appointed or her qualified or until their earlier death, resignation or removal or a successor is duly elected or appointed in accordance with the certificate of incorporation and qualifiedby-laws of the Surviving Corporation.

Directors and Officers. At (a) The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation immediately after the Effective Time, each to hold the directors office of Merger Sub a director of the Surviving Corporation in accordance with the provisions of the DGCL and the certificate of incorporation and by-laws of the Surviving Corporation until their successors are duly elected and qualified. (b) The officers of the Company immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation. Each director and officer of Corporation immediately after the Surviving Corporation shall Effective Time, each to hold office in accordance with the Certificate provisions of Incorporation and Bylaws the by-laws of the Surviving Corporation until his or her death, resignation or removal or a successor is duly elected or appointed and qualifiedCorporation.

Directors and Officers. At the Effective Time, the The directors of Merger Sub and the officers of the Company immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation. Each director and officer of the Surviving Corporation shall immediately after the Effective Time, each to hold the office of director of the Surviving Corporation in accordance with the Certificate provisions of the applicable laws of the State of California and the Articles of Incorporation and Bylaws of the Surviving Corporation until his or her deaththeir successors are duly qualified and elected. The officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation immediately after the Effective Time, resignation or removal or a successor is duly elected or appointed and qualifiedeach to hold office in accordance with the provisions of the Bylaws of the Surviving Corporation.

Directors and Officers. At From and after the Effective Time, the directors Board of Directors and officers of Merger Sub and the officers of the Company immediately prior to at the Effective Time shall be the initial directors Board of Directors and officers of the Surviving Corporation. Each director and officer of the Surviving Corporation shall , each to hold office in accordance with until the Certificate earlier of Incorporation and Bylaws of the Surviving Corporation until his or her death, their resignation or removal or a successor is their respective successors are duly elected or appointed and qualified.