Management of the Surviving Corporation Sample Clauses

Management of the Surviving Corporation. The operations of the Surviving Corporation shall be conducted to: (i) participate in Parent's overall cash management program and abide by Parent's dividend and management fee policies as from time to time in effect; (ii) comply on a timely basis with the financial reporting and budgeting procedures of Parent as from time to time in effect, which procedures require the approval of profit and capital expenditure plans; and (iii) comply with Xxxxxx.Xxx's general business procedures for its operating units.
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Management of the Surviving Corporation. Effective at or immediately prior to the Effective Time, the Board of Directors of Synquest shall take all action necessary (including any necessary amendments of the Bylaws of Synquest and the obtaining of any necessary resignations by officers of Synquest) to implement the provisions of this Section 5.11 and to cause the persons set forth on Schedule 5.11 to be appointed to the offices of the Surviving Corporation indicated immediately following the Effective Time. Following the Effective Time, any vacancy among the officers of the Surviving Corporation shall be filled in accordance with the Bylaws of Synquest. Jxxxxx Xxxxx will facilitate the transition of the management of the Surviving Corporation.
Sample 1
Management of the Surviving Corporation. The management of the Surviving Corporation will be subject to the direction of its Board of Directors; provided that commencing with the Closing Date and through and including December 31, 2000 (the "Measuring Period"), the Surviving Corporation shall not, and AUGI shall not permit the Surviving Corporation to, do any of the following without the prior written consent of a majority of the Stockholders and Xxxxxx: (i) sell any material assets or securities of the Surviving Corporation (other than assets sold in the ordinary course of business), (ii) incur indebtedness for borrowed money (other than in the ordinary course of business in accordance with the Surviving Corporation's past practices), (iii) effect any merger, sale, or acquisition of securities, assets, or business of any third party, or (iv) otherwise materially change the nature of the Surviving Corporation's business from the nature of the business conducted by the Corporation immediately prior to the consummation of the Merger (except for the natural growth of the business which is contemplated by the parties to this Agreement).
Sample 1
Management of the Surviving Corporation. The following provisions shall govern the operations of the Surviving Corporation during the period commencing on the Closing Date through December 31, 2001 (the "Earn-Out Period").
Sample 1
Management of the Surviving Corporation. The management of the Surviving Corporation will be subject to the direction of its Board of Directors; provided that during the Measuring Period (as such term is hereinafter defined), the Surviving Corporation shall not, and AUGI shall not permit the Surviving Corporation to, do any of the following without the prior written consent of Artour Baganov: (i) sell any material assets or securities of the Company (other than assets sold in the ordinary course of business), (ii) incur indebtedness for borrowed money (other than in the ordinary course of business in accordance with the Company's past practices), (iii) effect any merger, sale, or acquisition of securities, assets, or business of any third party, or (iv) otherwise materially change the nature of the Surviving Corporation's business from the nature of the business conducted by the Company immediately prior to the consummation of the Merger (except for the natural growth of the business as a consequence of the financing by AUGI which is contemplated by the parties to this Agreement).
Sample 1
Management of the Surviving Corporation. (a) From and after the Closing, until the date that is three years after the Closing Date, AppNet shall take all actions necessary to cause Xxxx XxXxxx, Xxxxxxx Xxxx and Xxxx Xxxxx to be elected as directors of the Surviving Corporation (the Board of Directors shall have a minimum of seven directors), unless such parties have their employment by the Surviving Corporation terminated for cause. (b) From and after the Closing, until the earlier of (1) the date that is three years after the Closing Date and (2) the date that the following persons cease to be employed by the Surviving Corporation, AppNet shall take all actions necessary to cause Xxxx XxXxxx to be elected President and CEO of the Surviving Corporation and to cause Xxxx Xxxxx, Xxx Xxxx, Xxxxxxx Xxxxxxx, and Xxxxxxx Xxxx to be elected Vice Presidents of the Surviving Corporation, unless such parties have their employment by the Surviving Corporation terminated for cause.
Sample 1
Management of the Surviving Corporation. HomeSeekers covenants to manage the Surviving Corporation in a responsible manner consistent with a mutually agreed-upon business plan for calendar year 2000. Pursuant to the mutually agreed-upon business plan for calendar year 2000, HomeSeekers will infuse Two Hundred Thousand Dollars ($200,000) of capital into the Surviving Corporation for advertising, marketing and equipment expenditures over the course of calendar year 2000. The schedule for such capital infusion, and the revenue recovery therefore shall be subject to the mutually agreed 2000 business plan. HomeSeekers will act in good faith and fair dealing with respect to the contingent payment set forth in Section 2.3 of this Agreement. HomeSeekers will not seek to avoid payment of the contingent payment set forth in Section 2.3 through management decisions that have no business justification other than to avoid payment of the contingent payment set forth in Section 2.3. HomeSeekers will consult with the Principal Shareholders, without being required to obtain the consent of the Principal Shareholders, regarding management decisions directly affecting the contingent payment set forth in Section 2.3 of this Agreement
Sample 1
Management of the Surviving Corporation 
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Related to Management of the Surviving Corporation

  • 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.

  • 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.

  • The Surviving Corporation Section 3.01.

  • Officers and Directors of the Surviving Corporation Subject to applicable Law, 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 are duly elected and qualified, or their earlier death, resignation or removal. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.

  • 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.

  • 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.

  • Directors and Officers of the Surviving Corporation From and after the Effective Time, the directors and officers of Merger Sub immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation, and such directors and officers shall serve until their successors have been duly elected or appointed and qualified or until their death, resignation or removal in accordance with the Organizational Documents of the Surviving Corporation.

  • Directors of Surviving Corporation The directors of Merger Sub at the Effective Time shall, from and after the Effective Time, be the 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 Surviving Charter and the Surviving By-Laws.

  • Surviving Corporation 1 Tax.........................................................................11

  • 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.