Management of the Surviving Company Sample Clauses

Management of the Surviving Company. The sole member of Merger Sub immediately prior to the Effective Time shall be the sole member of the Surviving Company, in accordance with the limited liability company agreement of the Surviving Company.
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Management of the Surviving Company. The Surviving Company shall be member-managed with the Parent as its sole member.
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Management of the Surviving Company. (a) Effective as of the Closing, the Shareholder, pursuant to the Employment Agreement, the form of which is attached hereto as Exhibit 6.8, will be the Chief Executive Officer and have day-to-day control of the operations of the Surviving Company and shall be a Member of the Buyer’s Board of Directors. (b) The Buyer shall retain Mxxxxx for a term of six months on a non-exclusive basis as investment bankers. Mxxxxx shall be entitled to appoint to appoint one member of the Buyer’s Board of Directors. The Shareholder shall retain the right to appoint all other members of the Buyer’s Board of Directors.
Sample 1
Management of the Surviving Company. Commencing with the Effective Time, the Surviving Company shall be managed by or under the direction of its Board of Managers in accordance with the amended and restated limited liability company agreement of the Surviving Company, until said agreement is thereafter amended as provided therein or by applicable Law.. The members of the Board of Managers of the Surviving Company at the Effective Time shall be as provided in Exhibit 1.5(b), until changed as provided in accordance with the amended and restated limited liability agreement of the Surviving Company. The officers of the Surviving Company at the Effective Time shall be as provided Exhibit 1.5(b), until changed as provided in accordance with the amended and restated limited liability agreement of the Surviving Company.
Sample 1
Management of the Surviving Company. (a) The governing body of Merger Sub immediately prior to the Effective Time shall be the governing body of the Surviving Company immediately following the Effective Time. (b) The officers of the Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Company immediately following the Effective Time until their respective successors are duly appointed and qualified or their earlier death, resignation or removal in accordance with the certificate of formation and operating agreement of the Surviving Company. The foregoing notwithstanding, Xxxx Xxxxxxx shall be appointed President of the Surviving Company effective upon Closing.
Sample 1
Management of the Surviving Company. Effective as of the Closing and for a period of at least one year thereafter, Xxx Xxxxxxxxxx (the "Principal") will have day-to-day control of the operations of the Surviving Company under the supervision and reasonable approval of the Buyer's Board of Directors in order to drive value, with such day-to-day control to be inclusive of decision-making authority, access to resources and a certain level of autonomy; provided, however, that all financial management functions of the Surviving Company, including, but not limited to, bookkeeping, payroll and checking accounts, will be performed under the Buyer's supervision and any expenditure for $5,000 or greater shall be determined jointly by Xxx Xxxxxxxxxx and Buyer's COO.
Sample 1
Management of the Surviving Company 
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Related to Management of the Surviving Company

  • Directors of the Surviving Corporation The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

  • Officers of the Surviving Corporation The officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

  • Bylaws of the Surviving Corporation The Bylaws of Company, as in effect immediately prior to the Effective Time, will be the Bylaws of the Surviving Corporation until thereafter amended in accordance with applicable law.

  • Officers and Directors of the Surviving Corporation The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and by-laws of the Surviving Corporation, in each case until their respective successors are duly elected and qualified.

  • Directors and Officers of the Surviving Corporation The directors of Merger Sub immediately prior to the Effective Time will, from and after the Effective Time, be the directors of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time will, from and after the Effective Time, be the officers of the Surviving Corporation, in each case, until their respective successors have been duly elected, designated or qualified, or until their earlier death, disqualification, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylaws.

  • Directors and Officers of the Surviving Company From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with applicable law, the directors and officers of the Merger Company immediately prior to the Effective Time shall be the directors and officers of the Surviving Company.

  • The Surviving Corporation Section 3.01.

  • Certificate of Incorporation of the Surviving Corporation The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation.

  • Certificate of Incorporation and By-laws of the Surviving Corporation (a) At the Effective Time, the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and applicable Law. (b) At the Effective Time, the by-laws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the by-laws of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and hereof and applicable Law.

  • EMPLOYMENT OF THE SUB-ADVISOR In accordance with and subject to the Investment Advisory Agreement between the Trust and the Advisor, attached hereto as Exhibit A (the "Advisory Agreement"), the Advisor hereby appoints the Sub-Advisor to manage the investment and reinvestment of those assets of the Fund allocated to it by the Advisor (the "Fund Assets"), subject to the control and direction of the Advisor and the Trust's Board of Trustees, for the period and on the terms hereinafter set forth. The Sub-Advisor hereby accepts such employment and agrees during such period to render the services and to perform the duties called for by this Agreement for the compensation herein provided. The Sub-Advisor shall at all times maintain its registration as an investment advisor under the Investment Advisers Act of 1940 and shall otherwise comply in all material respects with all applicable laws and regulations, both state and federal. The Sub-Advisor shall for all purposes herein be deemed an independent contractor and shall, except as expressly provided or authorized (whether herein or otherwise), have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust or the Fund.

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