Following the Merger Sample Clauses

Following the Merger. The parties hereto will take all requisite action such that, immediately after the Merger Effective Time: (i) PubCo’s Board of Directors will initially consist of five (5) directors, to be mutually agreed upon by the Parent and the Company as follows: one (1) director to be nominated by the Sponsor; and four (4) directors to be nominated by the Company. Three (3) of the directors will be Independent Directors who are not employed by the Company and who are mutually agreeable to the remaining directors; provided, that at least a majority of PubCo’s Board of Directors shall qualify as Independent Directors. The initial director designees appointed by the Company is set forth on Company Schedule 2.4(a)(i), with such individual holding such office until their respective successors are duly appointed and qualified or until their earlier death, resignation or removal. If any Person designated pursuant to this Section 2.4(a)(i) is not duly elected or if the remaining directors are not duly elected at the Parent Shareholder Meeting, the parties hereto shall take all necessary action to fill any such vacancy on PubCo’s Board of Directors with such Person or an alternative Person designated in accordance with this Section 2.4(a)(i). (ii) The individuals identified on Company Schedule 2.4(a)(ii) will be the officers of PubCo, with such individuals holding the titles set forth opposite their names until their respective successors are duly appointed and qualified or until their earlier death, resignation or removal. (iii) The officers and directors of Merger Sub immediately prior to the Merger Effective Time will also serve as the officers and directors of the Surviving Corporation immediately after the Merger Effective Time, with such individuals holding such office until their respective successors are duly appointed and qualified or until their earlier death, resignation or removal.

Following the Merger. Netivation Sub will continue the historic business of the Company or use a significant portion of the Company's business assets in a business.

Following the Merger. Merger Sub will not issue additional shares of its stock that would result in Parent losing control of Merger Sub within the meaning of section 368(c) of the Internal Revenue Code.

Following the Merger the Buyer shall cause the Company to perform all of the obligations imposed upon Newsub under the Transaction Documents.

Following the Merger. Buyer and the Surviving Corporation will comply with the record-keeping and information filing requirements of Section 1.368-3 of the Treasury Regulations.

Following the Merger the Surviving Corporation at its expense shall cause to be prepared a balance sheet of the Company as of the close of business on the Closing Date. Such balance sheet, as finally agreed upon or determined as provided in Section 10.4(d) below, is referred to herein as the "Closing Balance Sheet." The Closing Balance Sheet shall include the assets and liabilities of the Company as of the Closing Date and shall be prepared in accordance with generally accepted accounting principles consistently applied and consistent with the Company's past practices, and shall not reflect any income tax benefit for operating losses of the Company subsequent to December 31, 1997. The Closing Balance Sheet shall not reflect any reduction in any deferred tax assets that were listed on the balance sheet of the Company included in the Form 10-Q of the Company filed with the SEC for the quarterly period ended December 31, 1997. The Closing Balance Sheet shall not reflect any accrual for payments to be made by the Company with respect to the matters described in Sections 8.2(e), (f), (g) and (h). The inventory to be shown on the Closing Balance Sheet shall be based on a physical count of all product and parts inventory of the Company as of the close of business on the day preceding the Closing Date using appropriate cut-off procedures and using a valuation method consistent with generally accepted accounting principles consistently applied and consistent with the Company's past practices, which is mutually agreeable to the Surviving Corporation and the Escrow Committee.

Following the Merger. Salex will continue the Business and, in the course thereof, use substantially all of Salex's business assets in such Business.

Following the Merger. Regent will cause Sub to continue the historic business Faircom was conducting immediately before the Merger or cause Sub to use a significant portion of the historic business assets of Faircom in a business, within the meaning of Treasury Regulation Section 1.368-l(d).

Following the Merger. Consummation Date and if and for so long as the 2019 Notes are fully and unconditionally guaranteed by Holdco, each of Holdco and the Company will cause each Holdco Subsidiary that guarantees, as of the Merger Consummation Date or any time thereafter, any Holdco Debt Securities and is not, or is no longer, a Non-Guarantor Holdco Subsidiary to execute and deliver to the Trustee a supplemental indenture pursuant to which such Holdco Subsidiary will irrevocably and unconditionally guarantee, on a joint and several basis, the full and prompt payment of the principal of, and premium, if any, and interest in respect of the 2019 Notes on a senior basis and all other obligations of the Company under the Indenture.