Management of Surviving Corporation. Surviving Corporation shall operate as an independent subsidiary of Parent, operating as an independent licensee of Parent subject to the terms and conditions of the Sublicense Agreement between Parent and Target, but shall report to the Board of Directors of Parent for budgetary and strategic approval.
Management of Surviving Corporation. (a) From and after the Effective Time, until his respective successor is duly elected and qualified, Linden shall serve as the President of Litmus Surviving Company pursuant to the Linden Employment Agreement, with authority and responsibility to manage and control the day-to-day operations of Litmus Surviving Company pursuant to the Articles of Incorporation and Bylaws of Litmus Surviving Company and subject to the overall control of the board of directors of Litmus Surviving Company and THK.
(b) Notwithstanding the provisions of clause (a) above, any of the following actions of Litmus Surviving Company or any of its Subsidiaries shall require the prior express approving vote of the board of directors of Litmus Surviving Company and THK, respectively:
(1) amend the Articles of Incorporation or Bylaws of Litmus Surviving Company;
(2) wind-up, liquidate, dissolve or reorganize Litmus Surviving Company, or adopt a plan or proposal contemplating any of the foregoing;
(3) approve the annual budget of Litmus Surviving Company for any fiscal year, or approve any course of action which is likely to cause Litmus Surviving Company to incur expenses or to make capital expenditures in amounts materially different from the amounts set forth in the relevant budget;
(4) elect or remove corporate officers of Litmus Surviving Company;
(5) change the base or bonus compensation structure of any of the senior management level employees of Litmus Surviving Company, including the senior management level employees named on Schedule 7.1;
(6) enter into, modify or terminate any employment agreements, severance agreements, profit sharing plans, pension plans, or similar agreements with any senior management employee of, or consultant to, Litmus Surviving Company;
(7) issue securities of Litmus Surviving Company, including debt or equity securities, options, rights or warrants, or any other securities which are convertible into or exchangeable for common stock or other equity interests of Litmus Surviving Company;
(8) register any securities of Litmus Surviving Company;
(9) merge, consolidate or combine Litmus Surviving Company with any other corporation, partnership or other entity;
(10) sell assets of Litmus Surviving Company, other than in the ordinary course of business;
(11) purchase, sell, lease, acquire or dispose of stock or assets valued at $25,000 or more, including acquiring another company, division or line of business (other than as provided for in the annual budget of...
Management of Surviving Corporation. Axxxxxx and Wxxxx shall use good faith efforts to perform such tasks reasonably assigned to them by the Surviving Corporation for so long as they are employed by such corporation. The efforts of Axxxxxx and Wxxxx shall be equivalent to their efforts on behalf of Global Capacity before the merger transaction. There will not be any significant increases in the duties required of either of Axxxxxx or Wxxxx or change of title to a lesser title than either of them had before the merger transaction. Neither Axxxxxx nor Wxxxx shall be required to relocate their personal residence or to be out of Houston, Texas for excessive amounts of time in any one year.
Management of Surviving Corporation. The directors, officers and employees of the Banks will not change as a result of the Merger except that Xxxxxxxx Xxxxxx, Xx. shall resign from the Board of Directors of Community National Bank and Xxxxxx X. Xxxxx, Xx. shall be appointed to fill the vacancy so created. FNB's Board of Directors presently has nine (9) members. On the Effective Date, the number of Directors of FNB shall be increased by one member in Class III whose terms expire at the 2002 annual meeting of shareholders and Xxxxxxxx Xxxxxx, Xx. shall be appointed to fill the vacancy so created. At the next annual meeting of shareholders of FNB and at the annual meeting in 2002, management of FNB will recommend to shareholders that Xx. Xxxxxx be elected as a member of Class III of directors whose terms expire at the 2002 and 2005, respectively, annual meetings of shareholders, provided that he has not resigned, died or otherwise been removed from office. In addition, on the Effective Date, FNB agrees to enter into a change of control agreement with Xxxxxxx Xxxxx, President and Chief Executive Officer of Community National, in the form attached hereto as Exhibit B.
Management of Surviving Corporation. (a) All power and authority to manage and control the Surviving Corporation shall be vested in the Board of Directors of the Surviving Corporation, except for the right to authorize those corporate actions which would require the approval of the shareholders under ORC Chapter 1701.
(b) Notwithstanding the foregoing, any action by United Insurance or UNB Corp. to materially alter or modify the Operating Agreement between Lincoln Financial Advisors Corporation ("LFAC") and United Insurance between the Effective Date and January 1, 2004, shall only be taken with the unanimous consent of Bob and Lora.
Management of Surviving Corporation. Rohm shall use good faith efforts to perform such tasks reasonably assigned to him by Capital Partners Surviving Corporation for so long as he is employed by such corporation.
Management of Surviving Corporation. Except as noted hereinafter, the directors, officers and employees of Bedford Federal will not change as a result of the Merger except that an individual selected by FNB shall be appointed to the Board of Bedford Federal. On the Effective Date, the number of Directors of FNB shall be increased by two members who shall be individuals recommended by the BBI Board and selected by FNB, at least one of whom shall be independent as such term is defined at the time of such appointment under The Marketplace Rules of The Nasdaq Stock Market, Inc., and who shall then be appointed to the Board of FNB. At the next annual meeting of shareholders of FNB, management of FNB will recommend to shareholders that the two new members be elected as members of the Board of FNB. In addition, as of the Effective Date, FNB shall enter into an Addendum to Employment Agreement for Harold K. Neal, as attached to the Merger Agreement as Exhibit 1.0(x). Xx xxxxtion, as of the Effective Date, FNB shall enter into an agreement with Harold K. Neal in which FNB agrees to pay Mr. Neal $50,000 each yxxx xxx xxx xxars in consideration for his xxxxxxxnt not to compete with FNB and its affiliates for a period of two years from the Effective Date, as provided in a Non-competition Agreement attached to the Merger Agreement as Exhibit 1.4(b).
Management of Surviving Corporation. From and after the Effective Time, until his successor is duly elected and qualified, the Shareholder shall serve as President of RESO Surviving Corporation, reporting to the President and the Chief Operating Officer of THK, with authority and responsibility to manage and control the day-to-day operations of RESO Surviving Corporation subject to the overall control of the board of directors of RESO Surviving Corporation and THK.
Management of Surviving Corporation
