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 of the Surviving Corporation and the Surviving Company 5
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.
(b) At the LLC Merger Effective Time, the managers and officers of the LLC shall continue in office as the managers and officers of the Final Surviving Entity, and such managers and officers shall hold office in accordance with and subject to the Certificate of Formation and Limited Liability Company Agreement of the Final Surviving Entity.
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 Seller Disclosure Schedule.
(b) Purchaser agrees that all rights to indemnification or exculpation now existing in favor of the directors, managers and officers of the Company, as provided in the Company’s Governing Documents or otherwise in effect as of the date hereof with respect to any matters occurring prior to the Closing, shall survive the Acquisition and shall continue in full force and effect. To the maximum extent permitted by applicable Law, such indemnification shall be mandatory rather than permissive, and Purchaser shall advance expenses in connection with such indemnification as provided in the Company’s Governing Documents or other applicable agreements. For a period of not less than six years, Purchaser shall not, and shall cause its Affiliates not to, amend, restate, repeal or otherwise modify the indemnification and liability limitation or exculpation provisions of the Company’s Governing Documents after the Closing in any manner that would adversely affect the rights thereunder of individuals who, as of the date hereof and prior to the Closing, were directors, managers or officers of the Company, unless such amendment, restatement, repeal or modification is required by applicable Law.
(c) If Purchaser or the Company (i) shall consolidate with or merge into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any person, then, and in each such case, proper provisions shall be made so that the successor and assigns of Purchaser or the Company, as the case may be, shall assume all of the obligations of this Section 6.04.
(d) The parties hereby acknowledge and agree that from and after the Closing each of the present and former directors, managers and officers of the Company shall be an express third party beneficiary of this Section 6.04. The rights of such directors, managers and officers under this Section 6.04 shall be in addition to any rights such directors, managers and officers may have under the Governing Documents of the Company, or under any applicable Contracts or Laws.
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 of the Surviving Corporation and the Surviving Entity 22 Section 2.06. Further Assurances 22 Section 3.01. Closing Merger Consideration 22 Section 3.02. Effect of First Merger 23 Section 3.03. Effect of Second Merger 24 Section 3.04. Withholding Rights 25 Section 4.01. Closing 25 Section 4.02. Closing Deliverables 25 Section 4.03. Buyer Closing Statement 25 Section 4.04. Company Closing Statement 26 Section 5.01. Organization and Corporate Power 27 Section 5.02. Subsidiaries 27 Section 5.03. Authorization; No Conflicts 27 Section 5.04. Capitalization 28 Section 5.05. Financial Statements 29 Section 5.06. No Material Adverse Effect; Absence of Certain Developments 29 Section 5.07. Title to Properties 30 Section 5.08. Tax Matters 31 Section 5.09. Contracts and Commitments 33 Section 5.10. Intellectual Property; IT and Privacy Matters 35 Section 5.11. Litigation 38 Section 5.12. Undisclosed Liabilities 38 Section 5.13. Governmental Consents 39 Section 5.14. Employee Benefit Plans 39 Section 5.15. Insurance 40 Section 5.16. Environmental Matters 40 Section 5.17. Affiliated Transactions 41 Section 5.18. Brokerage 41 Section 5.19. Permits; Compliance with Laws; Jewelry Laws; Vendor Compliance 42 Section 5.20. International Trade Compliance; Sanctions 42 Section 5.21. Employees 43 Section 5.22. Anti-Corruption 44 Section 5.23. Proxy Statement 45 Section 6.01. Corporate Organization 45 Section 6.02. Due Authorization 45 Section 6.03. No Conflict 46 Section 6.04. Litigation and Proceedings 47 Section 6.05. Compliance with Applicable Law 47 Section 6.06. Governmental Authorities; Consents 47 Section 6.07. Financial Ability; Trust Account 47 Section 6.08. Brokers’ Fees 48
Directors, Managers and Officers. (a) The directors of Merger Sub I immediately prior to the Corporate Merger Effective Time shall be the directors of the Surviving Corporation, in each case until such director’s successor is elected and qualified or such director’s earlier death, resignation or removal, in each case in accordance with the bylaws of the Surviving Corporation. The officers of Merger Sub I immediately prior to the Corporate Merger Effective Time shall be the officers of the Surviving Corporation, in each case until such officer’s successor is elected and qualified or such officer’s earlier death, resignation, retirement, disqualification or removal, in each case in accordance with the bylaws of the Surviving Corporation.
(b) The officers of Merger Sub II immediately prior to the LLC Merger Effective Time shall be the officers of the Surviving Entity, in each case until such officer’s successor is elected and qualified or such officer’s earlier death, resignation, retirement, disqualification or removal, in each case in accordance with the limited liability company agreement of the Surviving Entity.
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.
