Common use of Organizational Documents; Directors and Officers Clause in Contracts

Organizational Documents; Directors and Officers. (a) 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 until thereafter amended as provided therein and under the DGCL. 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 as provided therein and under the DGCL. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall serve until the earlier of their resignation or removal or their respective successors are duly elected or appointed and qualified, as the case may be. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation and shall serve until the earlier of their resignation or removal or until their respective successors have been duly elected or appointed and qualified, as the case may be.

Organizational Documents; Directors and Officers. (a) The certificate articles of incorporation of the Company as in effect immediately prior to the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided therein and under the DGCL. The By-laws organization of Merger Sub, as in effect immediately prior to the Effective Time, shall be the By-laws articles of organization of the Surviving Corporation Entity until thereafter amended as provided therein and under the DGCLNRS. The directors operating agreement of Merger Sub, as in effect immediately prior to the Effective Time, shall be the operating agreement of the Surviving Entity until thereafter amended as provided therein and under the NRS. The managers of Merger Sub immediately prior to the Effective Time shall will be the initial directors managers of the Surviving Corporation Entity and shall serve until the earlier of their resignation or removal or their respective successors are have been duly elected or appointed and qualifiedqualified or until their earlier death, as resignation or removal in accordance with the case may beSurviving Entity's operating agreement and the NRS. The officers of Merger Sub immediately prior to the Effective Time shall will be the initial officers of the Surviving Corporation Entity and shall serve until the earlier of their resignation or removal or until their respective successors have been duly elected or appointed and qualifiedqualified or until their earlier death, as resignation or removal in accordance with the case may beSurviving Entity's operating agreement and the NRS.

Organizational Documents; Directors and Officers. (a) The certificate of incorporation of the Company Company, as in effect effective immediately prior to the Effective Time Time, shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation until thereafter changed or amended as provided therein and under herein or by applicable Law or amended at the DGCLEffective Time. The Byby-laws of Merger Subthe Company, as in effect immediately prior to the Effective Time, shall be the Byby-laws of the Surviving Corporation until thereafter amended as provided therein and under the DGCLby applicable Law. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall serve until the earlier of their resignation or removal or their respective successors are duly elected or appointed and qualified, as the case may be. The officers of Merger Sub the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation and shall serve until the earlier of their resignation or removal or until their respective successors have been duly elected or appointed and qualified, as the case may be.

Organizational Documents; Directors and Officers. (a) The certificate articles of incorporation of the Company as in effect immediately prior to the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided therein and under the DGCL. The By-laws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the By-laws articles of incorporation of the Surviving Corporation until thereafter amended as provided therein and under the DGCLNRS. The bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Corporation until thereafter amended as provided therein and under the NRS. The directors of Merger Sub immediately prior to the Effective Time shall will be the initial directors of the Surviving Corporation and shall serve until the earlier of their resignation or removal or their respective successors are have been duly elected or appointed and qualifiedqualified or until their earlier death, as resignation or removal in accordance with the case may beSurviving Corporation’s articles of incorporation and bylaws and the NRS. The officers of Merger Sub immediately prior to the Effective Time shall will be the initial officers of the Surviving Corporation and shall serve until the earlier of their resignation or removal or until their respective successors have been duly elected or appointed and qualifiedqualified or until their earlier death, as resignation or removal in accordance with the case may beSurviving Corporation’s articles of incorporation and bylaws and the NRS.

Organizational Documents; Directors and Officers. (a) The certificate of incorporation of the Company as in effect immediately prior to Surviving Corporation shall be amended at the Effective Time to conform to the certificate of incorporation of Merger Sub, and as so amended, shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation until thereafter amended as provided therein and under the DGCL. 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 as provided therein and under the DGCL. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall serve until the earlier of their resignation or removal or their respective successors are duly elected or appointed and qualified, as the case may be. The officers of Merger Sub the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation and shall serve until the earlier of their resignation or removal or until their respective successors have been duly elected or appointed and qualified, as the case may be.

Organizational Documents; Directors and Officers. (a) The certificate of incorporation of the Company as in effect immediately prior to Surviving Corporation shall be amended at the Effective Time as mutually agreed by the Company and Parent, and as so amended, shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation until thereafter amended as provided therein and under the DGCL. The By-laws bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the By-laws bylaws of the Surviving Corporation until thereafter amended as provided therein and under the DGCL. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall serve until the earlier of their resignation or removal or their respective successors are duly elected or appointed and qualified, as the case may be. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation and shall serve until the earlier of their resignation or removal or until their respective successors have been duly elected or appointed and qualified, as the case may be.

Organizational Documents; Directors and Officers. (a) The certificate of incorporation of the Company as in effect immediately prior to Surviving Corporation shall be amended at the Effective Time to conform to Exhibit C, and as so amended, shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation until thereafter amended as provided therein and under the DGCL. The By-laws Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the By-laws Bylaws of the Surviving Corporation until thereafter amended as provided therein and under the DGCL. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall serve until the earlier of their resignation or removal or their respective successors are duly elected or appointed and qualified, as the case may be. The officers of Merger Sub the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation and shall serve until the earlier of their resignation or removal or until their respective successors have been duly elected or appointed and qualified, as the case may be.

Organizational Documents; Directors and Officers. (a) The certificate of incorporation of the Company as in effect immediately prior to Surviving Corporation shall be amended at the Effective Time to conform to Exhibit B, and as so amended, shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation until thereafter amended as provided therein and under the DGCL. The By-laws bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the By-laws bylaws of the Surviving Corporation until thereafter amended as provided therein and under the DGCLDGCL (except that the name of the corporation shall be “Xxxxx-Danfoss Inc.” and with such other modifications as may be required by Section 6.7). The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall serve until the earlier of their resignation or removal or such time as their respective successors are duly elected or appointed and qualified, as the case may be. The officers of Merger Sub the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation and shall serve until the earlier of their resignation or removal or until such time as their respective successors have been duly elected or appointed and qualified, as the case may be.

Organizational Documents; Directors and Officers. (a) The certificate of incorporation of the Company as in effect immediately prior to Surviving Corporation shall be amended at the Effective Time to conform to Exhibit C, and as so amended, shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation until thereafter amended as provided therein and under the DGCL. 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 as provided therein and under the DGCL. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall serve until the earlier of their resignation resignation, removal or removal death or their respective successors are duly elected or appointed and qualified, as the case may be. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation and shall serve until the earlier of their resignation resignation, removal or removal death or until their respective successors have been duly elected or appointed and qualified, as the case may be.

Organizational Documents; Directors and Officers. (a) The certificate of incorporation of the Company as Surviving Corporation shall be amended in effect immediately prior to its entirety at the Effective Time to read as set forth in Exhibit C, and as so amended, shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation until thereafter amended as provided therein and under the DGCL. The By-laws Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the By-laws Bylaws of the Surviving Corporation until thereafter amended as provided therein and under the DGCL. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall serve until the earlier earliest of their resignation resignation, removal or removal death or their respective successors are duly elected or appointed and qualified, as the case may be. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation and shall serve until the earlier earliest of their resignation resignation, removal or removal death or until their respective successors have been duly elected or appointed and qualified, as the case may be.

Organizational Documents; Directors and Officers. (a) The certificate of incorporation of the Company as in effect immediately prior to Surviving Corporation shall be amended at the Effective Time to conform to Exhibit B, and as so amended, shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation until thereafter amended as provided therein and under the DGCL. The By-laws Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the By-laws Bylaws of the Surviving Corporation until thereafter amended as provided therein and under the DGCL. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall serve until the earlier of their resignation or removal or their respective successors are duly elected or appointed and qualified, as the case may be. The officers of Merger Sub the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation and shall serve until the earlier of their resignation or removal or until their respective successors have been duly elected or appointed and qualified, as the case may be.