Surviving Corporation Officers. The officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation until the earlier of their death, resignation, disqualification or removal or until their respective successors are duly elected and qualified.
Surviving Corporation Officers. At the Effective Time, pursuant to the terms hereof (and, in the case of Xxxxx X. Xxxxx, the employment contract referred to in Section 5.20), (a) Xxxxxx X. Xxxxxx shall hold the positions of Chairman of the Board and Chief Executive Officer of the Surviving Corporation and shall be entitled to serve in such capacities until his resignation or removal or until his successor is elected or appointed, as the case may be, and (b) Xxxxx X. Xxxxx shall hold the position of President and Chief Operating Officer of the Surviving Corporation and shall be entitled to serve in such capacity until 25
Surviving Corporation Officers. The parties hereto shall take all actions necessary so that, from and after the Effective Time, the individuals listed on Exhibit G shall become the officers of the Surviving Corporation holding such titles as shall be set forth opposite their names thereon until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Charter.
Surviving Corporation Officers. Imme- diately after the Effective Time, the officers of Sealed Air shall be the officers of the Surviving Corporation.
Surviving Corporation Officers. President and Chief Executive Officer: Xxxxx Xxxxxx Executive Vice President and Chief Operating Officer: Xxx Xxxxxxxxxx Treasurer and Chief Financial Officer: Xxxx Xxxxxxx Secretary: Xxxx Xxxxxx SCHEDULE 1.5 Company Indebtedness [To be provided in accordance with Section 6.3(j)] SCHEDULE 1.6(a) Common Stock Closing Consideration [To be provided in accordance with Section 6.3(j)] EXHIBIT “A” STOCKHOLDERS AGREEMENT (See attached) EXHIBIT “B” ARTICLES OF MERGER (See attached) EXHIBIT “C” PLAN OF MERGER (See attached.) EXHIBIT “D” ESCROW AGREEMENT (See attached.) EXHIBIT “E” OPINION OF LEGAL COUNSEL TO PARENT (See attached.) EXHIBIT “F” OPINION OF LEGAL COUNSEL TO COMPANY (See attached.) EXHIBIT “G” WORKING CAPITAL AMOUNT CALCULATION The Working Capital Amount shall be calculated as of the Closing Date in accordance with GAAP and shall equal the sum of the following:
Surviving Corporation Officers. 4 ARTICLE IV MERGER CONSIDERATION; CONVERSION OR CANCELLATION OF SHARES IN THE MERGER
Surviving Corporation Officers. [To be supplied prior to Closing.] CONSIDERATION SCHEDULE Stockholder Shares of Parent Common Stock Percentage Vardzel Jr., Xxxxxx 1,350,000 18.00% Xxxxxxxxx, Xxxxxxx 1,125,000 15.00% Xxxxxxxx, Xxxxxxx 1,125,000 15.00% Xxxxxx Jr., Xxxxxx 1,125,000 15.00% Xxxxxx Xxxxx Securities, Inc. 1,650,000 22.00% Xxxxxxxx, Xxxxxxx 37,500 0.50% Xxxxxxxxx, Xxxxx 187,500 2.5% Healthcare Royalty Partners II, L.P. 900,000 12.00% TOTAL 7,500,000 100.00% EXHIBIT A CERTAIN DEFINITIONS For purposes of the Agreement (including this Exhibit A):
Surviving Corporation Officers. A list of officers of Synergy Semiconductor Corporation following the merger with MISYN Acquisition Corp.
