Manager and Officers. Notwithstanding Section 5.4 above or any other provision to the contrary in this Agreement, except as set forth in Section 5.5(c), (i) the Manager shall, in its capacity as Manager, and not in any other capacity, have the same fiduciary duties to the Company and the Unitholders and Members as a member of the board of directors of a Delaware corporation; and (ii) each officer of the Company shall, in his or her capacity as such, and not in any other capacity, have the same fiduciary duties to the Company and the Unitholders and Members as an officer of a Delaware corporation. For the avoidance of doubt, the fiduciary duties described in clause (i) above shall not be limited by the fact that the Manager shall be permitted to take certain actions in its sole or reasonable discretion pursuant to the terms of this Agreement or any agreement entered into in connection herewith.
Manager and Officers. At the Step Two Effective Time, the manager of the LLC immediately prior to the Effective Time shall be the manager of the Surviving Company, and the officers of the LLC immediately prior to the Step Two Merger Effective Time, shall be the officers of the Surviving Company, in each case until their respective successors are duly elected or appointed and qualified.
Manager and Officers. As of the Effective Time, the manager and officers of the Surviving Entity shall be comprised of the individuals listed in Exhibit B hereto who shall hold office in accordance with the Certificate of Formation and Operating Agreement of the Surviving Entity until their successors are duly elected or appointed and qualified or until their earlier death, resignation or removal.
Manager and Officers. At the Effective Time, the manager of Merger Sub, as in effect immediately prior to the Effective Time, shall be the manager of the Surviving Entity, until their respective successors are duly elected or appointed and qualified. At the Effective Time, the officers of Merger Sub, as in effect immediately prior to the Effective Time, shall be the officers of the Surviving Entity, until their respective successors are duly elected or appointed and qualified.
Manager and Officers. At the Step Two Merger Effective Time, the manager of Merger Sub immediately prior to the Effective Time shall be the initial manager of the Surviving Company, to hold its position in accordance with the Certificate of Formation and the Operating Agreement of the Surviving Company. At the Step Two Merger Effective Time, the officers of Merger Sub immediately prior to the Step Two Merger Effective Time shall be the initial officers of the Surviving Company, in each case until their respective successors are duly elected or appointed.
Manager and Officers. From and after the Second Merger Effective Time, (a) the Manager of Merger Sub (LLC) serving immediately prior to the Second Merger Effective Time shall be the Manager of the Surviving Company and (b) the officers of Merger Sub (LLC) serving immediately prior to the Second Merger Effective Time shall be the officers of the Surviving Company, each to hold office until his or her respective successors are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the operating agreement of the Surviving Company.
Manager and Officers. Schedule 4.15 hereto sets forth a list, as of the ------------- Closing Date, of the name of each Manager and officer of TWC and the position(s) held by each.
Manager and Officers. The manager of the Company immediately prior to the Effective Time shall be the manager of the Surviving Company immediately after the Effective Time, and the officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Company immediately after the Effective Time, each to hold office in accordance with the provisions of the Delaware Act and the limited liability company agreement of the Surviving Company until their successors are duly elected and qualified.
Manager and Officers. The manager of the Surviving Entity shall be the manager of Merger Sub immediately prior to the Effective Time. The initial officers of the Surviving Entity shall be the officers of Merger Sub immediately prior to the Effective Time, until their respective successors are duly appointed.
Manager and Officers. The managers and officers of Merger Sub immediately prior to the Effective Time shall be the directors and officers of the Surviving Entity, each to hold office in accordance with the certificate of formation and bylaws of the Surviving Entity.
