Directors, Managers and Officers. The directors, managers and officers of the Target Company, in each case, as appropriate, immediately prior to the Effective Time shall, from and after the Effective Time, be the directors, managers and officers, respectively, of the Surviving Entity until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the articles of organization and operating agreement of the Surviving Entity.
Directors, Managers and Officers. The directors (or managers, as the case may be) and officers of Merger Subsidiary immediately prior to the Effective Time shall be the directors (or managers, as the case may be) and officers of the Surviving Company as of the Effective Time.
Directors, Managers and Officers. (a) At the Effective Time, the directors and officers of Merger Sub shall continue in office as the directors and officers of the Interim Surviving Corporation, and such directors and officers shall hold office in accordance with and subject to the Certificate of Incorporation and By-laws of the Interim Surviving Corporation.
Directors, Managers and Officers. (a) Purchaser acknowledges and agrees that it and its Affiliates shall waive certain claims and rights to indemnification as set forth in Section 6.04 of the Company Disclosure Schedule.
Directors, Managers and Officers of the Surviving Corporation and the Surviving Company 5 3.1. Directors 5 3.2. Officers 5 3.3. Managers and Officers of the Surviving Company 5 ARTICLE IV
Directors, Managers and Officers. The Certificate of Merger shall provide that from and after the Effective Time, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified in accordance with applicable law, (i) the directors of the Merger Sub at the Effective Time shall become the Managers of the Surviving Corporation, and (ii) the officers of the Merger Sub at the Effective Time shall become the officers of the Surviving Corporation.
Directors, Managers and Officers. Section 1.6. Taking of Necessary Action; Further Assurances
Directors, Managers and Officers. (a) From and after the Closing until the sixth anniversary thereof, Purchaser shall, and shall cause the Company and its Subsidiaries to, indemnify and hold harmless, to the fullest extent permitted by applicable Law, each current or former officer, director, manager, employee, Affiliate and Representatives of, and each Person who controls, the Company and its Subsidiaries (or their respective predecessors) (collectively, the “Company Indemnitees”) against any Losses incurred in connection with any threatened or actual Action, whether civil, criminal, administrative or investigative, whether arising before or after the Closing, arising in whole or in part out of, or pertaining to, the fact that such person is or was an officer, director, manager, employee, Affiliate and Representatives of, or Person who controls, the Company or any of its Subsidiaries and pertaining to matters, acts or omissions existing or occurring at or prior to the Closing, including matters, acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated by this Agreement, and advance expenses as incurred by each Company Indemnitee, as provided in (i) the organizational documents of the Company or any of its Subsidiaries in effect on the date of this Agreement or (ii) any agreement providing for indemnification by the Company or any of its Subsidiaries of any of the Company Indemnitees in effect on the date of this Agreement, to which the Company or any of its Subsidiaries and which are set forth in Section 7.7(a) of the Company Disclosure Schedule is a party, shall survive the consummation of the transactions contemplated hereby and continue in full force and effect and be honored by the Company or any of its Subsidiaries. In the event any Company Indemnitee is entitled to advancement of expenses incurred in defense of any threatened or actual Action, under this Section 7.7, such advancement shall be contingent upon such Company Indemnitee providing an undertaking to repay such advanced expenses if it is ultimately determined that the Company Indemnitee is not entitled to indemnification. Prior to the Closing Date, the Company shall obtain and fully pay the premium for “tail” insurance policies (which expense will be borne by the Company as a Transaction Expense) for the extension of (i) the directors’ and officers’ liability coverage of the existing directors’ and officers’ insurance policies of each of the Company ...
Directors, Managers and Officers. As of the Effective Time, the board of directors of the Surviving Corporation shall be comprised of the individuals listed on Schedule I hereto (as such schedule may be amended or supplemented prior to the Closing by mutual agreement of the parties). As of the Effective Time, the senior management of the Surviving Corporation shall be comprised of the persons listed on Schedule II hereto (as such schedule may be amended or supplemented prior to the Closing by mutual agreement of the parties) in the positions indicated opposite their respective names in such section. Neptune shall take all action necessary to appoint such persons to the applicable positions so indicated, subject to and conditioned on the Effective Time. If prior to the Effective Time, any management appointee is unwilling or unable to serve in such designated management position as a result of illness, death, resignation or any other reason, then a replacement for such person, if any, shall be appointed by Neptune.
Directors, Managers and Officers. (a) From and after the Grede Merger Effective Time, until successors are duly elected or appointed (or their earlier resignation or removal), the managers and officers of Grede at the Grede Merger Effective Time shall be the managers and officers, as applicable, of Grede, as the Surviving Company of the Grede Merger.
