Board of Directors; Officers. The Board of Directors and officers of Sub immediately prior to the Effective Time shall be the Board of Directors and officers, respectively, of the Surviving Corporation, until the earlier of their respective resignations or the time that their respective successors are duly elected or appointed and qualified.
Board of Directors; Officers. The members of the board of directors of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the members of the board of directors of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall, from and after the Effective Time, be the officers of the Surviving Corporation, in each case to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until the earlier of their death, resignation or removal or until their respective successors are duly elected, designated or qualified.
Board of Directors; Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation and the officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, in each case, until the earlier of their respective resignations or the time that their respective successors are duly elected or appointed and qualified.
Board of Directors; Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Company, each to hold office in accordance with the Articles of Incorporation and Bylaws of the Surviving Company and applicable law, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed (as the case may be) and qualified. The officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Company, each to hold office in accordance with the Articles of Incorporation and Bylaws of the Surviving Company and applicable law, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed (as the case may be).
Board of Directors; Officers. (a) At its annual meeting, the Board of Directors shall elect, from among its members, a chairman who shall preside at meetings of the Board of Directors and the stockholders. The Board of Directors may also elect such other officers of the Board of Directors and for such term as it may, from time to time, determine advisable.
(b) Any vacancy in any office of the Board of Directors because of death, resignation, removal or otherwise may be filled by the Board of Directors for the unexpired portion of the term of such office.
Board of Directors; Officers. (a) At the Effective Date, the boards of directors of the Bank and the Holding Company shall continue to serve as the directors of the Bank and the Holding Company, respectively, except as otherwise determined in the discretion of the Boards prior to the Effective Date, until the next annual meeting or until such time as their successors have been elected and qualified.
(b) At the Effective Date, the respective officers of the Bank and the Holding Company shall continue to serve in their then current positions until such time as their successors have been elected or appointed.
Board of Directors; Officers. The members of the Board of Directors and the officers of the Surviving Corporation following the Merger shall be the directors and officers of FractionAir immediately prior to the Effective Time, and such directors and officers shall continue in office until the earlier of their respective death, resignation or removal and the time that their respective successors are duly elected or appointed and qualified.
Board of Directors; Officers. The initial directors of the Surviving Corporation shall be the directors of Merger Sub immediately prior to the Effective Time, until their respective successors are duly elected or appointed and qualified. The initial officers of the Surviving Corporation shall be the officers of Merger Sub immediately prior to the Effective Time, until their respective successors are duly appointed.
Board of Directors; Officers. (a) At or prior to the Effective Time, each of the Company and Parent agrees to take such action as is necessary to cause the number of directors comprising the full Board of Directors of Parent to be nine persons, including (i) six of the current members of Parent's Board of Directors (or, if fewer than six of the current members of Parent's Board of Directors are available or willing to serve as a director of Parent after the Effective Time, such replacement directors as may be nominated by the remaining members of Parent's Board of Directors in accordance with the Bylaws of Parent) (the "PARENT DESIGNEES") and (ii) three of the Company's current directors nominated by the Company (or, if fewer than three of the current members of the Company's Board of Directors are available or willing to serve as a director of Parent after the Effective Time, such replacement directors as may be nominated by the remaining directors of the Company) (the "COMPANY DESIGNEES").
(b) From and after the Effective Time, and until successors are duly elected or appointed and qualified in accordance with applicable law, the following persons (the "PARENT OFFICERS") shall hold the titles indicated at Parent and shall serve at the pleasure of the Board of Directors of Parent: Chief Executive Officer T. H. Tan Chief Operating Officer Ronaxx X. Xxxxxxx Chief Technical Officer Michxxx X. Xxxxxx Chief Financial Officer Edwaxx Xxxxxxx
Board of Directors; Officers. (a) At or prior to the Effective Time, each of MCS and NetIQ agrees to take such action as is necessary to cause the number of directors comprising the full Board of Directors of NetIQ to be nine (9) persons, including (i) four of the current members of NetIQ's Board of Directors (or, if fewer than four of the current members of NetIQ's Board of Directors are available or willing to serve as a director of NetIQ after the Effective Time, such replacement directors as may be nominated by the remaining members of NetIQ's Board of Directors in accordance with the Bylaws of NetIQ) (the "NetIQ Designees"), (ii) four of MCS's current directors nominated by MCS (or, if fewer than four of the current members of MCS's Board of Directors are available or willing to serve as a director of NetIQ after the Effective Time, such replacement directors as may be nominated by the remaining directors of MCS) (the "MCS Designees") and (iii) one additional independent director either (A) mutually selected by the Chairman of MCS and the Chief Executive Officer of NetIQ at or prior to the Effective Time or (B) selected by the Committee (as defined in Section 1.5(b)) after the Effective Time (the "Joint Designee").
(b) At the Effective Time, NetIQ's Board of Directors shall constitute a Compensation and Nominating committee (the "Committee"), which shall include four members, of whom two shall be MCS Designees (who shall be designated by Mr. Xxxxxxx Xxxxxxx as Chairman of NetIQ after the Effective Time) and two shall be NetIQ Designees (who shall be designated by Xx. Xxxxx-Xx Xxxxx as Chief Executive Officer of NetIQ after the Effective Time). The Committee shall have the customary responsibilities of the compensation committee of a publicly owned company, and shall in addition have the responsibility for recommending to the NetIQ Board of Directors the renomination of incumbent directors and the nomination of new candidates.
(c) At or prior to the Effective Time, NetIQ shall take all necessary action to assure that the MCS Designees and the Joint Designee, if then designated, shall be appointed to the Board of Directors of NetIQ, and shall be directors of NetIQ as of the Effective Time.
(d) The NetIQ Board of Directors shall be classified so that each of the three classes contains at least one MCS Designee and at least one NetIQ Designee, and so that the Joint Designee is in the class to be elected at the next annual meeting of NetIQ.
(e) From and after the Effective Time, until ...
