Common use of Directors Clause in Contracts

Directors. The directors of Merger Sub at the Effective Time shall, from and after the Effective Time, be the initial directors of the Surviving Corporation until their successors have been 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.

Directors. The directors of Merger Sub at immediately prior to the Effective Time shall, from and after the Effective Time, be the initial directors of the Surviving Corporation until their successors shall have been duly elected or appointed and qualified, or qualified or until their earlier death, resignation or removal, removal in accordance with the Surviving Corporation's Certificate of Incorporation and Bylaws of Bylaws, as in effect following the Surviving CorporationEffective Time.

Directors. The directors of Merger Sub at immediately prior to the Effective Time shall, from and after the Effective Time, shall be the initial directors of the Surviving Corporation as of the Effective Time and until their successors have been are duly appointed or elected or appointed and qualified, or until their earlier death, resignation or removal, in accordance with the Certificate of Incorporation applicable law and Bylaws of the Surviving Corporation's certificate of incorporation and bylaws.

Directors. The directors of Merger Sub at the Effective Time shall, from and after the Effective Time, shall be the initial directors of the Surviving Corporation, to hold office in accordance with the articles of incorporation and bylaws of the Surviving Corporation until their successors have been are duly elected or appointed and qualified, qualified or until their earlier death, resignation or removal, in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation.

Directors. The directors of Merger Sub at immediately prior to the Effective Time shall, from and after the Effective Time, shall be the initial directors of the Surviving Corporation until their successors have been duly elected or appointed and qualifiedCorporation, or until their earlier death, resignation or removal, each to hold office from the Effective Time in accordance with the Certificate of Incorporation and Bylaws By-Laws of the Surviving CorporationCorporation and until his or her successor is duly elected and qualified.

Directors. The directors of Merger Sub at the Effective Time shall, shall be the directors of the Surviving Corporation from and after the Effective Time, be the initial directors of the Surviving Corporation Time until their successors have been duly elected or appointed and qualified, qualified or until their earlier death, resignation or removal, removal in accordance with the Certificate of Incorporation and Bylaws of the Surviving CorporationBylaws.

Directors. The directors of Merger Sub at the Effective Time shall, from and after Subsidiary immediately prior to the Effective Time, be shall automatically become the initial directors of the Surviving Corporation until their successors have been duly elected or appointed and qualified, or until their earlier death, resignation or removal, in accordance with the Certificate of Incorporation and Bylaws as of the Surviving CorporationEffective Time.

Directors. The directors of Merger Sub at immediately prior to the --------- Effective Time shall, from and after the Effective Time, shall be the initial directors of the Surviving Corporation as of the Effective Time and until their successors have been are duly appointed or elected or appointed and qualified, or until their earlier death, resignation or removal, in accordance with the Certificate of Incorporation applicable law and Bylaws of the Surviving Corporation's certificate of incorporation and bylaws.

Directors. The directors of Merger Sub at immediately prior to the Effective Time shall, from and after the Effective Time, shall be the initial directors of the Surviving Corporation as of the Effective Time and until their successors have been are duly appointed or elected or appointed and qualifiedin accordance with applicable law, or until their earlier death, resignation or removal, removal in accordance with the Merger Sub Certificate of Incorporation and Bylaws of the Surviving CorporationMerger Sub Bylaws.

Directors. The At the Effective Time, the directors of Merger Sub at immediately prior to the Effective Time shallshall become the directors of the Surviving Corporation, each to hold office, from and after the Effective Time, be in accordance with the initial directors certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected or appointed and qualified, or until their earlier death, resignation or removal, removal in accordance with the Certificate DGCL and the certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation.

Directors. The directors of the Merger Sub at Subsidiary immediately prior to the Effective Time shall, from and after the Effective Time, shall be the initial directors of the Surviving Corporation and shall hold office from the Effective Time until their respective successors have been are duly elected or appointed and qualified, or until their earlier death, resignation or removal, qualified in accordance with the manner provided in the Certificate of Incorporation and Bylaws of the Surviving Corporation, or as otherwise provided by law.

Directors. The directors of Merger Sub at the Effective Time shall, from and after the Effective Time, will be the initial directors of the Surviving Corporation until their successors have been duly elected or appointed and qualifiedCorporation, or until their earlier death, resignation or removal, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving CorporationCorporation until such director's successor is duly elected and qualified.

Directors. The directors of Merger Sub at the Effective Time shall, from and after the Effective Time, shall be the initial directors of the Surviving Corporation, to hold office in accordance with the articles of incorporation and bylaws of the Surviving Corporation until their successors have been are duly elected or appointed and qualified, qualified or until their earlier death, resignation or removal; PROVIDED, in accordance with HOWEVER, that immediately following the Certificate Effective Time, the board of Incorporation and Bylaws directors of the Surviving CorporationCorporation shall be comprised of those individuals set forth on Schedule 2.6 to this Agreement.

Directors. The directors of Merger Sub Subsidiary at the Effective Time shall, from and after the Effective Time, be the initial directors of the Surviving Corporation until their successors have been duly elected or appointed and qualified, qualified or until their earlier death, resignation or removal, removal in accordance with the Certificate Articles of Incorporation and Bylaws of the Surviving CorporationBylaws.

Directors. The directors of Merger Sub at immediately prior to the Effective Time shall, from and after the Effective Time, shall be the initial directors of the Surviving Corporation as of the Effective Time and until their successors have been are duly appointed or elected or appointed and qualified, or until their earlier death, resignation or removal, in accordance with the Certificate of Incorporation applicable Law and Bylaws of the Surviving Corporation’s certificate of incorporation and bylaws.

Directors. The At the Effective Time, the directors of Merger Sub at immediately prior to the Effective Time shallshall become the directors of the Surviving Corporation, from each to hold office in accordance with the certificate of incorporation and after the Effective Time, be the initial directors bylaws of the Surviving Corporation until their respective successors have been 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.

Directors. The directors of Merger Sub at MergerSub immediately prior to the Effective Time shall, from and after the Effective Time, be the initial directors of the Surviving Corporation Corporation, each to hold office until their successors have been duly elected the earlier of his or appointed and qualified, or until their earlier her death, resignation or removal, removal in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation’s certificate of incorporation and by-laws or until his or her successor is duly elected and qualified, as the case may be.

Directors. The directors of Merger Sub at the Effective Time shall, from From and after the Effective Time, the directors of Merger Sub in office immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall continue to hold such office from the Effective Time until their respective successors have been are duly elected or appointed and qualified, or until their earlier death, resignation or removal, in accordance with the manner provided in the Surviving Corporation Certificate of Incorporation and Bylaws or bylaws of the Surviving CorporationCorporation or as otherwise provided by law or in the Stockholders Agreement.

Directors. The directors of Merger Sub at the Effective Time shall, from From and after the Effective TimeTime of the Merger, be the initial directors of the Surviving Corporation until their successors have been duly elected or appointed and qualified, or until their earlier death, resignation or removal, in accordance with shall be those Persons serving as directors of Merger Sub immediately prior to the Certificate of Incorporation and Bylaws Effective Time of the Surviving CorporationMerger.

Directors. The directors of Merger Sub at the Effective Time shall, from and after the Effective Time, shall be the initial directors of the Surviving Corporation, to hold office in accordance with the Certificate of Incorporation and bylaws of the Surviving Corporation until their successors have been are duly elected or appointed and qualified, qualified or until their earlier death, resignation or removal, in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation.

Directors. The Unless otherwise determined by Parent prior to the Effective Time, the directors of Merger Sub at immediately prior to the Effective Time shall, shall be the directors of the Surviving Corporation from and after the Effective Time, be each to hold office in accordance with the initial directors certificate of incorporation and bylaws of the Surviving Corporation until their respective successors have been 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.

Directors. The directors of Merger Sub at immediately prior to the Effective Time shall, from and after the Effective Time, shall be the initial directors of the Surviving Corporation Corporation, each to hold office until their successors have his or her successor has been duly elected or appointed and qualified, qualified or until their his or her earlier death, resignation or removal, removal in accordance with the Certificate of Incorporation Charter and Bylaws of the Surviving CorporationBylaws.

Directors. The directors of Merger Sub at immediately prior to the Effective Time shall, from and after the Effective Time, shall be the initial directors of the Surviving Corporation until their successors have been duly elected or appointed and qualifiedCorporation, or until their earlier death, resignation or removal, each to hold office from the Effective Time in accordance with the Certificate articles of Incorporation incorporation and Bylaws bylaws of the Surviving CorporationCorporation and until his or her successor is duly elected and qualified.

Directors. The directors of Merger Sub at the Effective Time shall, from and after the Effective Time, shall be the initial directors of the Surviving Corporation Corporation, until their respective successors have been duly elected or appointed and qualified, qualified or until their earlier death, resignation or removal, removal in accordance with the Surviving Corporation’s Certificate of Incorporation and Bylaws of the Surviving Corporationby-laws.

Directors. The Unless otherwise determined by Parent prior to the Effective Time, the directors of Merger Sub at immediately prior to the Effective Time shallshall become, from and after at the Effective Time, be the initial directors of the Surviving Corporation, each to hold the office of a director of the Surviving Corporation in accordance with the provisions of the DGCL, the certificate of incorporation and bylaws of the Surviving Corporation until their successors have been 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.

Directors. The directors of Merger Sub at the Effective Time shallTime, from and after 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 until their successors have been such director's successor is duly elected or appointed and qualified, or until their earlier death, resignation or removal, qualified in accordance with the Certificate of Incorporation and Bylaws of manner provided in the Surviving Corporation's certificate of incorporation and by-laws, or as otherwise provided by applicable law.

Directors. The directors of Merger Sub at immediately prior to the Effective Time shall, from and after the Effective Time, shall be the initial directors of the Surviving Corporation and shall hold office until their respective successors have been are duly elected or appointed and qualified, or until their earlier death, resignation or removal, removal in accordance with the Certificate of Incorporation applicable Law and Bylaws of the Surviving Corporation’s certificate of incorporation and bylaws.

Directors. The directors of Merger Sub at immediately prior to the Effective Time shallshall be, from and after the parties shall take, and cause to be taken, all actions necessary so that the directors of Merger Sub immediately prior to the Effective Time, Time shall be the initial directors of the Surviving Corporation as of the Effective Time, until their respective successors have been are duly elected or appointed and qualified, qualified or until their earlier death, resignation or removal, removal in accordance with the Certificate articles of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation.

Directors. The directors of Merger Sub at the Effective Time shall, from and after the Effective Time, shall be the initial directors of the Surviving Corporation, to hold office in accordance with the charter and bylaws of the Surviving Corporation until their successors have been are duly elected or appointed and qualified, qualified or until their earlier death, resignation or removal, in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation.

Directors. The Unless otherwise determined by Parent prior to the Effective Time, the directors of Merger Sub at immediately prior to the Effective Time shall, from and after the Effective Time, shall be the initial directors of the Surviving Corporation until their successors have been duly elected or appointed and qualifiedas of the Effective Time, or until their earlier death, resignation or removal, each to hold the office of a director of the Surviving Corporation in accordance with the provisions of the DGCL and the Certificate of Incorporation and Bylaws of the Surviving CorporationCorporation until their successors are duly elected and qualified.

Directors. The directors of Merger Sub at the Effective Time shall, from and after At the Effective Time, be the initial directors of the Surviving Corporation shall be the directors of Merger Sub immediately prior to the Effective Time, and such directors, together with any additional directors as may thereafter be elected, shall hold such office until such time as their successors have been shall be 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.

Directors. The directors of Merger Sub at immediately prior to the Effective Time shall, from and after 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 Bylaws until their successors have been such director’s successor is duly elected or appointed and qualified, or until the earlier of their earlier death, resignation or removal, in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation.

Directors. The directors of Merger Sub at Sub2 immediately prior to the Effective Time shall, from and after the Effective Time, shall be the initial directors of the Surviving Corporation at the Effective Time, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their successors have been such director’s successor is duly elected or appointed and qualified, qualified or until their earlier death, resignation or removal, removal in accordance with the Certificate certificate of Incorporation incorporation and Bylaws by-laws of the Surviving Corporation.

Directors. The directors of Merger Sub at immediately prior to the Effective Time shall, from and after shall be the directors of the Surviving Company as of the Effective Time, be each to hold office in accordance with the initial directors certificate of incorporation and bylaws of the Surviving Corporation Company as amended as of the Effective Time, until their respective successors have been are duly elected or appointed (as the case may be) and qualified, or until their earlier death, resignation or removal, in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation.

Directors. The directors of Merger Sub at immediately prior to the Effective Time shall, shall be the directors of the Surviving Corporation from and after the Effective TimeTime until the earlier of their death, be resignation or removal in accordance with the initial directors certificate of incorporation and bylaws of the Surviving Corporation or until their respective successors have been are duly elected or appointed and qualified, or until their earlier death, resignation or removal, in accordance with as the Certificate of Incorporation and Bylaws of the Surviving Corporationcase may be.

Directors. The directors of Merger Sub at in office immediately prior to the Effective Time shall, from and after the Effective Time, Date shall be the initial directors of the Surviving Corporation and will hold office from the Effective Date until their successors have been are duly elected or appointed and qualified, or until their earlier death, resignation or removal, qualified in accordance with the Certificate of Incorporation and Bylaws of manner provided in the Surviving Corporation's Charter and By-laws, or as otherwise provided by law.

Directors. The directors of Merger Sub at immediately prior to the Effective Time shall, from and shall be the directors of the Surviving Corporation immediately after the Effective Time, be each to hold office in accordance with the initial directors certificate of incorporation and bylaws of the Surviving Corporation until their earlier death, resignation or removal or until their respective successors have been are duly elected or appointed and qualified, or until their earlier death, resignation or removal, in accordance with as the Certificate of Incorporation and Bylaws of the Surviving Corporationcase may be.

Directors. The directors of Merger Sub at immediately before the Effective Time shall, from and after the Effective Time, will be the initial directors of the Surviving Corporation until their successors have been duly elected or appointed after the Effective Time and qualified, or until their earlier death, resignation or removal, will hold office in accordance with the Certificate of Incorporation and Bylaws bylaws of the Surviving Corporation.

Directors. The directors of Merger Sub at the Effective Time shall, shall be the directors of the Surviving Corporation from and after the Effective Time, be the initial directors of the Surviving Corporation Time until their successors have been duly elected or appointed and qualified, qualified or until their earlier death, resignation or removal, removal in accordance with the Certificate of Incorporation and Bylaws of the Surviving CorporationBy-Laws.

Directors. The directors of Merger Sub at immediately prior to the Effective Time shallshall become the directors of the Surviving Corporation, from and after the Effective Time, be the initial which individuals shall serve as directors of the Surviving Corporation until the earlier of their successors have been duly elected resignation or appointed and qualified, removal or their otherwise ceasing to be directors or until their earlier death, resignation respective successors are duly appointed or removal, elected in accordance with the Amended and Restated Certificate of Incorporation and Bylaws of the Surviving CorporationCorporation and applicable law.

Directors. The directors of Merger Sub at Subsidiary immediately prior to the Effective Time shall, from and after shall automatically become the Effective Time, be the initial directors of the Surviving Corporation until their successors have been duly elected or appointed and qualified, or until their earlier death, resignation or removal, in accordance with the Certificate of Incorporation and Bylaws as of the Surviving CorporationEffective Time.

Directors. The directors of Merger Sub at immediately prior to the Effective Time shall, from and after the Effective Time, shall be the initial directors of the Surviving Corporation as of the Effective Time and until their successors have been are duly appointed or elected or appointed and qualified, or until their earlier death, resignation or removal, in accordance with applicable law and the Surviving Corporation's Certificate of Incorporation and Bylaws of the Surviving CorporationBylaws.

Directors. The Unless otherwise determined by Parent prior to the Effective Time, the directors of Merger Sub at immediately prior to the Effective Time shall, shall be the directors of the Surviving Corporation from and after the Effective Time, be each to hold office in accordance with the initial directors certificate of incorporation and bylaws of the Surviving Corporation until their successors have been respective successor 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.

Directors. The At the Effective Time, by virtue of the Merger, the directors of Merger Sub at immediately prior to the Effective Time shallor such other individuals designated by Parent as of the Effective Time will become the directors of the Surviving Corporation, each to hold office, from and after the Effective Time, be the initial directors of the Surviving Corporation until their successors have been duly elected or appointed and qualified, or until their earlier death, resignation or removal, in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation.

Directors. The directors of Merger Sub at immediately prior to the --------- Effective Time shall, from and after the Effective Time, shall be the initial directors of the Surviving Corporation as of the Effective Time and until their successors have been are duly appointed or 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 Corporationapplicable law.

Directors. The directors of the Merger Sub at the Effective Time shall, from and after the Effective Time, will be the initial directors of the Surviving Corporation Company and will hold office from the Effective Time until their respective successors have been are duly elected or appointed and qualified, or until their earlier death, resignation or removal, qualified in accordance with the Certificate manner provided in the Memorandum of Incorporation Association and Bylaws the Articles of Association of the Surviving CorporationCompany or as otherwise provided by the Laws of the British Virgin Islands.

Directors. The directors of Merger Sub at the Effective Time shall, from and after At the Effective Time, be the initial directors --------- of Merger Sub immediately prior to the Effective Time will become the directors of the Surviving Corporation until their successors have been duly elected or appointed and qualifiedCorporation, or until their earlier death, resignation or removal, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving CorporationCorporation and the DGCL and until the earlier of such director's resignation or removal or such director's successor is duly elected and qualified, as the case may be.

Directors. The directors of Merger Sub at immediately prior to the Effective Time shall, from and after the Effective Time, shall be the initial directors of the Surviving Corporation until their successors have been duly elected or appointed and qualifiedCorporation, or until their earlier death, resignation or removal, each to hold office from the Effective Time in accordance with the Certificate certificate of Incorporation incorporation and Bylaws by-laws of the Surviving CorporationCorporation and until his or her successor is duly elected and qualified.

Directors. The directors of Merger Sub at immediately prior to the Effective Time shall, shall be the directors of the Surviving Corporation from and after the Effective Time, be each to hold the initial directors office of a director of the Surviving Corporation in accordance with the DGCL and the certificate of incorporation and bylaws of the Surviving Corporation until their successors have been are duly elected and qualified 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.

Directors. The directors of Merger Sub at immediately prior to the Effective Time shall, from and after the Effective Time, shall be the initial directors governors of the Surviving Corporation, each to hold office in accordance with the organizational documents of the Surviving Corporation and applicable Laws until their respective successors have been are duly elected or appointed and qualified, qualified or until their earlier death, resignation or removal, removal in accordance with the Certificate provisions of Incorporation and Bylaws the organizational documents of the Surviving CorporationCorporation and applicable Laws.

Directors. The directors of Merger Sub at immediately prior to the Effective Time shall, from and after at the Effective Time, be the initial directors of the Surviving Corporation Entity, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Entity until their successors have been such director’s successor is 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.

Directors. The directors of the Merger Sub at immediately prior to the Effective Time shall, from and after the Effective Time, shall be the initial directors of the Surviving Corporation and will hold office from the Effective Time until their successors have been are duly elected or appointed and qualified, or until their earlier death, resignation or removal, qualified in accordance with the Certificate manner provided in the certificate of Incorporation incorporation and Bylaws the bylaws of the Surviving CorporationCorporation or as otherwise provided by law.

Directors. The directors of the Merger Sub at immediately prior to the Effective Time shall, from and after the Effective Time, shall be the initial directors of the Surviving Corporation as of the Effective Time and until their successors have been are duly appointed or 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 Corporationapplicable law.

Directors. The directors of Merger Sub at the Effective Time shall, from and after the Effective Time, be the initial directors of the Surviving Corporation shall consist of the directors of Merger Sub immediately prior to the Effective Time, as listed on Schedule 2.4 hereto, such directors to hold office from the Effective Time until their respective successors have been 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.

Directors. The directors of Merger Sub at the Effective Time shall, from and after the Effective Time, shall be the initial directors of the Surviving Corporation, to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their successors have been are duly elected or appointed and qualified, qualified or until their earlier death, resignation or removal; provided, in accordance with the Certificate however, that Parent shall cause each of Incorporation and Bylaws of the Surviving Corporation.Messrs.

Directors. The directors of Merger Sub at holding office immediately prior to the Effective Time shall, from and after the Effective Time, shall be the initial directors of the Surviving Corporation until their successors have been duly elected or appointed and qualified, or until their earlier death, resignation or removal, in accordance with the Certificate of Incorporation and Bylaws as of the Surviving CorporationEffective Time.

Directors. The directors of Merger Sub at the Effective Time shall, from and after the Effective Time, shall be the initial directors of the Surviving Corporation and will hold office from the Effective Time until their respective successors have been are duly elected or appointed and qualified, or until their earlier death, resignation or removal, qualify in accordance with the manner provided in the Certificate of Incorporation and Bylaws or By-Laws of the Surviving Corporation, or as otherwise provided by law.

Directors. The directors of Merger Sub at the Effective Time shall, from and after the Effective Time, shall be the initial directors of the Surviving Corporation and shall hold office from the Effective Time until their respective successors have been are duly elected or appointed and qualified, or until their earlier death, resignation or removal, qualified in accordance with the Certificate of Incorporation and manner provided in the Bylaws of the Surviving Corporation, or as otherwise provided by law.

Directors. The directors of Merger Sub at immediately prior to the Effective Time shall, from and after the Effective Time, will be the initial directors of the Surviving Corporation upon consummation of the Merger, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors have been 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.

Directors. The directors of Merger Sub at immediately prior to the Effective Time shall, from and after the Effective Time, shall be the initial directors of the Surviving Corporation immediately following the Effective Time, until their respective successors have been are duly elected or appointed and qualified, qualified or until their earlier death, resignation or removal, removal in accordance with the Certificate articles of Incorporation incorporation and Bylaws by-laws of the Surviving Corporation.

Directors. The directors of Merger Sub at immediately prior to the Effective Time shall, from and after the Effective Time, shall be the initial directors of the Surviving Corporation as of the Effective Time and until the earlier of their resignation or removal or until their successors have been are duly appointed or elected or appointed and qualified, or until their earlier death, resignation or removal, in accordance with the Certificate of Incorporation applicable Law and Bylaws of the Surviving Corporation’s certificate of incorporation and bylaws.

Directors. The directors of Merger Sub at the Effective Time shall, from and after the Effective Time, shall be the initial directors of the Surviving Corporation, to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their successors have been are duly elected or appointed and qualified, qualified or until their earlier death, resignation or removal, in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation.

Directors. The directors of Merger Sub at immediately prior to the Effective Time shall, from and after the Effective Time, shall be the initial directors of the Surviving Corporation immediately following the Effective Time, until their respective successors have been are duly elected or appointed and qualified, qualified or until their earlier death, resignation or removal, removal in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation.

Directors. The directors of Merger Sub at immediately prior to the Effective Time shall, from and after the Effective Time, will be the initial directors of the Surviving Corporation until their successors have been duly elected or appointed and qualifiedat the Effective Time, or until their earlier death, resignation or removal, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving CorporationCorporation until such director’s successor is duly elected and qualified.

Directors. The directors of Merger Sub at immediately prior to the Effective Time shall, from and after shall be the directors of the Surviving Company as of the Effective Time, be each to hold office in accordance with the initial directors articles of incorporation and bylaws of the Surviving Corporation Company as amended as of the Effective Time, until their respective successors have been are duly elected or appointed (as the case may be) and qualified, or until their earlier death, resignation or removal, in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation.

Directors. The directors of the Merger Sub at as of the Effective Time shall, from and after the Effective Time, shall be the initial directors of the Surviving Corporation until their respective successors have been are duly elected or appointed and qualified, qualified in the manner provided in the certificate of incorporation and bylaws of the Surviving Corporation or until their earlier death, resignation or removal, in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporationremoval or as otherwise provided by applicable Law.

Directors. The directors of Merger Sub at 1 immediately prior to the Merger 1 Effective Time shall, from and after the Effective Time, shall be the initial directors of the Intermediate Surviving Corporation. The directors of Merger Sub 2 immediately prior to the Merger 2 Effective Time shall be the directors of the Surviving Corporation until their successors have been duly elected or appointed and qualifiedCorporation, or until their earlier death, resignation or removal, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, in any case in the manner provided in the certificate of incorporation and bylaws of the Surviving Corporation and in accordance with applicable Law.

Directors. The At the Effective Time, the directors of Merger Sub at as of immediately prior to the Effective Time shall, from and after the Effective Time, will 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 until their respective successors have been 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.

Directors. The directors of Merger Sub at the Effective Time shall, from and after shall be the Effective Time, be same persons who are the initial directors of the Surviving Corporation Corporation, until their respective successors have been duly elected or appointed and qualified, qualified or until their earlier death, resignation or removal, removal in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation’s certificate of incorporation and bylaws.

Directors. The directors of Merger Sub at immediately prior to the Effective Time shall, from and after the Effective Time, shall be the initial directors of the Surviving Corporation and shall hold office until their respective successors have been are duly elected or appointed and qualified, or until their earlier death, resignation or removal, in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving CorporationCorporation or as otherwise provided by Law.

Directors. The directors of Merger Sub at immediately prior to the Effective Time shall, from and after the Effective Time, shall be the initial directors of the Surviving Corporation and shall serve until their successors have been 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 Corporationappointed.

Directors. The directors of Merger Sub at immediately prior to the Effective Time shall, from and after shall be the directors of the Surviving Company at the Effective Time, be each to hold the initial directors office of a director of the Surviving Corporation until their successors have been duly elected or appointed and qualified, or until their earlier death, resignation or removal, Company in accordance with the Certificate provisions of Incorporation applicable Law and Bylaws the Amended Memorandum and Articles of Association until the Surviving Corporationearlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

Directors. The directors of Merger Sub at immediately prior to the Effective Time shall, from and after 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 until the earlier of their resignation or removal or until their respective successors have been are duly elected or appointed and qualified, or until their earlier death, resignation or removal, in any case in the manner provided in the certificate of incorporation and bylaws of the Surviving Corporation and in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporationapplicable law.

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

Directors. The directors of Merger Sub at immediately prior to the Effective Time shall, from and after the Effective Time, shall be the initial directors of the Surviving Corporation Company and will hold office from the Effective Time until their respective successors have been are duly elected or appointed and qualified, or until their earlier death, resignation or removal, qualified in accordance with the Certificate of Incorporation and Bylaws of manner provided in the Surviving CorporationCompany Charter and the Surviving Company Bylaws or as otherwise provided by applicable law.

Directors. The directors of Merger Sub at Co immediately prior to the Effective Time shall, from and after the Effective Time, shall be the initial directors of the Surviving Corporation until their successors have been duly elected or appointed and qualifiedCorporation, or until their earlier death, resignation or removal, each to hold office in accordance with the Certificate Articles of Incorporation and Bylaws of the Surviving Corporation, until their respective successors are duly elected or appointed and qualified or until the earlier of their death, resignation, or removal.

Directors. The directors of Merger Sub at immediately prior to the Effective Time shall, from and after the Effective Time, shall be the initial directors of the Surviving Corporation until their successors have been duly elected or appointed and qualifiedCorporation, or until their earlier death, resignation or removal, each to hold office in accordance with the Certificate of Incorporation and Bylaws By-Laws 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 or until their earlier death resignation or approval.

Directors. The At the Effective Time, the directors of the Surviving Company will be the directors of Merger Sub at the Effective Time shall, from and after as of immediately prior to the Effective Time, be each to hold office in accordance with the initial directors provisions of the CICL and the memorandum and articles of association of the Surviving Corporation Company until their respective successors have been 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.

Directors. The At the Effective Time, the directors of the Surviving Company will be the directors of Merger Sub at the Effective Time shall, from and after as of immediately prior to the Effective Time, be the initial directors of the Surviving Corporation each to hold office until their respective successors have been are duly elected or appointed and qualified, or until their earlier death, resignation or removal, qualified in accordance with the Certificate of Incorporation DGCL and Bylaws the Organizational Documents of the Surviving CorporationCompany.

Directors. The directors of Merger Sub at the Effective Time shall, from and after the Effective Time, be the initial directors of the Surviving Corporation until their successors have been duly elected or appointed and qualified, qualified or until their earlier death, resignation or removal, removal in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation.'s Certificate of

Directors. The At the Effective Time, the directors of the Surviving Company will be the directors of Merger Sub at the Effective Time shall, from and after as of immediately prior to the Effective Time, be each to hold office in accordance with the initial directors provisions of the CICA and the memorandum and articles of association of the Surviving Corporation Company until their respective successors have been 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.

Directors. The directors of Merger Sub at the Effective Time shall, from and after the Effective Time, be shall serve as the initial directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their successors have been the earlier of such director’s resignation or removal or such director’s successor is 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.

Directors. The directors of Merger Sub at the Merging Corporation immediately prior to the Effective Time Time, shall, from at and after the Effective Time, be serve as the initial directors of the Surviving Corporation surviving corporation until its next annual meeting of shareholders or until such time as their successors have been 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.

Directors. The directors of Merger Sub at immediately prior to the Effective Time shall, from and after the Effective Time, shall be the initial directors of the Surviving Corporation as of the Effective Time and until their successors have been are duly appointed or elected or appointed and qualified, or until their earlier death, resignation or removal, in accordance with the Certificate of Incorporation applicable Law and Bylaws of the Surviving Corporation's certificate of incorporation and bylaws.

Directors. The directors of Merger Sub at the Effective Time shall, from From and after the Effective Time, the directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office until their respective successors have been are duly elected or appointed and qualified, or until their earlier death, resignation or removal, removal in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving CorporationCorporation or as provided by applicable Law.

Directors. The directors Directors of Merger Sub at immediately prior to the Effective Time shall, from and after the Effective Time, shall be the initial directors of the Surviving Corporation until their successors have been duly elected or appointed and qualified, or until their earlier death, resignation or removal, Corporation. Each of such directors shall hold office in accordance with the Certificate of Incorporation and Bylaws By-Laws of the Surviving Corporation.

Directors. The directors of Merger Sub at the Effective Time shall, from and after the Effective Time, be the initial directors of the Surviving Corporation until their respective successors have been duly elected or appointed and qualified, qualified or until their earlier death, resignation resignation, or removal, removal in accordance with the Surviving Corporation's Certificate of Incorporation and Bylaws of the Surviving CorporationBy-laws.

Directors. The directors of Merger Sub at as of immediately prior to the Effective Time shall, from and after the Effective Time, shall be the initial directors of the Surviving Corporation Corporation, with the same rights and duties attendant thereto, as existed immediately prior to the Effective Time at Merger Sub. Such directors shall hold their positions from and after the Effective Time until the earlier of their resignation or removal or until their respective successors have been are duly elected or appointed and qualified, or until their earlier death, resignation or removal, qualify in accordance with the manner provided in the Certificate of Incorporation and Bylaws of the Surviving CorporationBylaws, or as otherwise provided by applicable law.

Directors. The Unless otherwise determined by Parent prior to the Effective Time, the directors of the Merger Sub at immediately prior to the Effective Time shall, from and shall be the directors of Surviving Corporation immediately after the Effective Time, be each to hold office in accordance with the initial directors certificate of incorporation and bylaws of the Surviving Corporation until their respective successors have been 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.

Directors. The directors of Merger Sub at the Effective Time shall, from and after 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 until their successors have been such director's successor is 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.

Directors. The Unless otherwise determined by Torque prior to the Effective Time, the directors of Merger Sub at immediately prior to the Effective Time shall, from and shall be the directors of the Surviving Corporation immediately after the Effective Time, be each to hold the initial directors office of 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 have been his or her successor is 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.

Directors. The directors of Merger Sub at immediately prior to the Effective Time shall, from and shall be the directors of the Surviving Entity immediately after the Effective Time, be each to hold the initial directors office in accordance with the applicable provisions of the DGCL and the certificate of incorporation and bylaws of the Surviving Corporation Entity until their successors have been are duly elected or appointed and qualified, qualified or until their earlier death, resignation or removal, in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation.

Directors. The directors of Merger Sub at the Effective Time shall, from and after the Effective Time, be the initial directors of the Surviving Corporation until their successors have been duly elected or appointed and qualified, or until their earlier death, resignation or removal, in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation.

Directors. The At the Effective Time, the directors of Merger Sub at --------- immediately prior to the Effective Time shall, from and after will become the Effective Time, be the initial directors of the Surviving Corporation until their successors have been duly elected or appointed and qualifiedCorporation, or until their earlier death, resignation or removal, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving CorporationCorporation and the DGCL and until the earlier of such director's resignation or removal or such director's successor is duly elected and qualified, as the case may be.

Directors. The directors of Merger Sub at the Effective Time shall, from and after the Effective Time, be the initial directors of the Surviving Corporation until their successors have been duly elected or appointed and qualified, or until their earlier death, resignation or removal, in accordance with shall be the Certificate directors of Incorporation and Bylaws of Merger Sub immediately before the Surviving CorporationEffective Time.

Directors. The directors of Merger Sub at the Effective Time shall, from and after the Effective Time, shall be the initial directors of the Surviving Corporation until their successors have been duly elected or appointed and qualifiedCorporation, or until their earlier death, resignation or removal, each to hold office from the Effective Time in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving CorporationCorporation and until his or her successor is duly elected and qualified.

Directors. The At the Effective Time, the directors of the Surviving --------- Corporation shall be the directors of Merger Sub at the Effective Time shall, from and after immediately prior to the Effective Time, and such directors, together with any additional directors as may thereafter be the initial directors of the Surviving Corporation elected, shall hold such office until such time as their successors have been shall be 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.

Directors. The directors of Merger Sub at 1 immediately prior to the Merger 1 Effective Time shall, from and after the Effective Time, shall be the initial directors of the Intermediate Surviving Corporation. The directors of Merger Sub 2 immediately prior to the Merger 2 Effective Time shall be the directors of the Surviving Corporation until their successors have been duly elected or appointed and qualifiedCorporation, or until their earlier death, resignation or removal, each to hold office in accordance with the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, in any case in the manner provided in the certificate of incorporation and bylaws of the Surviving Corporation and in accordance with applicable law.

Directors. The directors of Merger Sub at effective as of the Effective Time shall, from and after the Effective Time, shall be the initial directors of the Surviving Corporation, and shall hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their successors have been are duly elected or appointed and qualified, qualified or until their earlier death, resignation or removal, in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation.

Directors. The directors of Merger Sub at the Effective Time shall, from and after the Effective Time, be the initial directors of the Surviving Corporation Corporation, such directors to serve until their successors have been duly elected or appointed and qualified, qualified or until their earlier death, resignation or removal, removal in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation's Charter and By-Laws.