Common use of Officers and Directors of Surviving Corporation Clause in Contracts

Officers and Directors of Surviving Corporation. The officers of Xxxx-XxXxx as of the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or otherwise ceasing to be an officer or until their respective successors are duly elected and qualified, as the case may be. The directors of Xxxx-XxXxx as of the Effective Time shall be the directors of the Surviving Corporation for the initial terms set forth on Exhibit 1.7 hereto, until the earlier of their resignation or removal or otherwise ceasing to be a director or until their respective successors are duly elected and qualified. The Surviving Corporation will take all action necessary to (i) add to the Board of Directors of the Surviving Corporation, effective the day following the Effective Time, Xxxxxx X. Xxxxxx and the four other persons indicated on Exhibit 1.7 hereto who are not and have not been employees of Oryx or its Subsidiaries and who are serving on the Oryx Board of Directors immediately prior to the Effective Time (or, if Xx. Xxxxxx or any such person listed on Exhibit 1.7 hereto shall not be so serving on the Oryx Board of Directors immediately prior to the Effective Time or shall otherwise be unable to serve on the Board of Directors of the Surviving Corporation, Oryx shall be entitled to designate a substitute nominee from among the Oryx serving directors as of the date hereof, provided that such substitute nominee is not and has not been an employee of Oryx or its Subsidiaries and is serving on the Oryx Board of Directors immediately prior to the Effective Time), in each case for the initial terms set forth on Exhibit 1.7 hereto, and (ii) cause to be appointed promptly following the Effective Time: Xxxx X. Xxxxxxx as Chief Executive Officer of the Surviving Corporation and Xxxxxx X. Xxxxxx as Chairman of the Surviving Corporation.

Officers and Directors of Surviving Corporation. The officers of XxxxKerr-XxXxx McGee as of the Effective Time shall be the officers of the Surviving Corporation, until the xxxxx xxx earlier of their resignation or removal or otherwise ceasing to be an officer or until their respective successors are duly elected and qualified, as the case may be. The directors of XxxxKerr-XxXxx McGee as of the Effective Time shall be the directors of the Surviving Corporation for the initial xxx xxx xnitial terms set forth on Exhibit 1.7 hereto, until the earlier of their resignation or removal or otherwise ceasing to be a director or until their respective successors are duly elected and qualified. The Surviving Corporation will take all action necessary to (i) add to the Board of Directors of the Surviving Corporation, effective the day following the Effective Time, Xxxxxx X. Xxxxxx Robert L. Keiser and the four other persons indicated on Exhibit 1.7 hereto who are not and have not been xxx xxxx xxx xxen employees of Oryx or its Subsidiaries and who are serving on the Oryx Board of Directors immediately prior to the Effective Time (or, if Xx. Xxxxxx Mr. Keiser or any such person listed on Exhibit 1.7 hereto shall not be so serving on the Oryx Board txx Xxxx Xxard of Directors immediately prior to the Effective Time or shall otherwise be unable to serve on the Board of Directors of the Surviving Corporation, Oryx shall be entitled to designate a substitute nominee from among the Oryx serving directors as of the date hereof, provided that such substitute nominee is not and has not been an employee of Oryx or its Subsidiaries and is serving on the Oryx Board of Directors immediately prior to the Effective Time), in each case for the initial terms set forth on Exhibit 1.7 hereto, and (ii) cause to be appointed promptly following the Effective Time: Xxxx X. Xxxxxxx Luke R. Corbett as Chief Executive Officer of the Surviving Corporation and Xxxxxx X. Xxxxxx as Chairman Robert L. Kxxxxx xx Xxxxxxan of the Surviving Corporation.