Effect of the Merger on Directors and Officers Clause Samples
Effect of the Merger on Directors and Officers. Unless otherwise determined by Parent and the Company prior to the Effective Time, the applicable parties hereto shall take all necessary action to:
(a) cause the officers of IRT LP LLC immediately prior to the Effective Time to be, effective as of the Effective Time, appointed as the sole officers of the Surviving Company until their respective successors are duly appointed and qualified or their earlier death, resignation or removal in accordance with the operating agreement of the Surviving Company;
(b) cause the Parent Board to be increased by two (2) members immediately prior to the Effective Time to be effective as of the Effective Time and to elect ▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ as members of the Parent Board who, together with the members of the Parent Board immediately prior to the Effective Time, shall constitute the board of directors of Parent until their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal in accordance with the charter and bylaws of Parent.
Effect of the Merger on Directors and Officers. Unless otherwise determined by Parent and the Company prior to the Effective Time, the applicable parties hereto shall take all necessary action to:
(a) cause the officers of Parent to be as set forth in Section 1.06(a) of the Company Disclosure Letter, effective as of the Effective Time, until their respective successors are duly appointed and qualified or their earlier death, resignation or removal in accordance with the Parent A&R OP Agreement; and
(b) cause (i) the Parent Board as of the Effective Time to consist of ten (10) members, comprised of (A) ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇. and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (the “Parent Designees”) and (B) ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ del Rio, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (the “Company Designees”), (ii) ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ to continue in his role as Chairman of the Parent Board, and (iii) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ to continue in her role as the lead independent director of the Parent Board. In the event that (A) any Company Designee is unable or unwilling to serve, for any reason, as a director on the Parent Board at the Effective Time, the Company shall have the right to designate another individual who is then serving as a member of the Company Board to become a Company Designee in place of such unavailable Company Designee, provided that such replacement director shall be reasonably acceptable to Parent, and (B) any Parent Designee is unable or unwilling to serve, for any reason, as a director on the Parent Board at the Effective Time, Parent shall have the right to designate another individual who is then serving as a member of the Parent Board to become a Parent Designee in place of such unavailable Parent Designee, provided that such replacement director shall be reasonably acceptable to the Company.