Officers and Directors of the Surviving Corporation. 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, each to hold office in accordance with the certificate of incorporation and by-laws of the Surviving Corporation, in each case until their respective successors are duly elected and qualified.
Officers and Directors of the Surviving Corporation. The Parties shall take all actions necessary so that (a) the directors of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors shall have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation, and (b) 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 until their successors shall have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.
Officers and Directors of the Surviving Corporation. The officers of Merger Sub at the Effective Time shall, from and after the Effective Time, be the officers of the Surviving Corporation until their successors shall have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Charter and the Bylaws. Subject to applicable Law, the directors of Merger Sub shall be the directors of the Surviving Corporation at the Effective Time until their successors shall have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Charter and the Bylaws.
Officers and Directors of the Surviving Corporation. From and after the Effective Time, the persons listed on Section 1.5 of the Company Disclosure Letter shall be the initial directors of the Surviving Corporation (unless otherwise agreed in writing by the Company and Parent), and shall hold office until their respective successors are duly elected and qualified, or their earlier death, incapacitation, retirement, resignation or removal. The officers of the Company immediately prior to the Effective Time, from and after the Effective Time, shall be the initial officers of the Surviving Corporation, and shall hold office until their respective successors are duly elected and qualified, or their earlier death, incapacitation, retirement, resignation or removal.
Officers and Directors of the Surviving Corporation. 3 3.1 Directors....................................................................................3 3.2 Officers.....................................................................................3
Officers and Directors of the Surviving Corporation. At the Effective Time, the persons who are directors and officers of the Purchaser at the Effective Time will become the directors and officers of the Surviving Corporation until such time as they may be replaced in accordance with the Bylaws of the Surviving Corporation.
Officers and Directors of the Surviving Corporation. 4.1 Directors 4.2 Officers ARTICLE V DISSENTING SHAREHOLDERS
Officers and Directors of the Surviving Corporation. Section 3.01. Directors 9 Section 3.02. Officers 10
Officers and Directors of the Surviving Corporation. At the Effective Time, all members of the boards of directors of SAC and the officers of SAC shall tender their resignations and such vacancies shall be filled by the members of the board of directors and current officers of Sky (as disclosed on Section 1.05 of the Disclosure Schedules) immediately prior to the Effective Time and such Officers and directors, together with any additional directors as thereafter may be elected, shall hold office in accordance with the certificate of incorporation and by-laws of the Surviving Corporation until their respective successors are duly elected and qualified. Notwithstanding anything to the foregoing contained herein, Hxxxxx or his appointed designee (for purposes of this section Hxxxxx shall also refer to his appointed designee) shall serve as Chief Executive Officer of the Surviving Corporation. Hxxxxx shall be entitled to maintain his position as Chief Executive Officer for so long as he is a shareholder of Incumaker. Hxxxxx or his appointed designee shall also be granted one (1) seat on the board of directors of the Surviving Corporation. Hxxxxx shall be entitled to maintain his seat on the board of directors of the Surviving Corporation for so long as he is a shareholder in Incumaker. Additionally, for so long as Hxxxxx is a shareholder of Incumaker, he shall be allowed one non-voting representative (or himself) to attend and participate in all meetings and other activities of the board of directors of Incumaker. Such representative shall receive notice of such meetings of the board of directors of Incumaker pursuant to Incumaker’s incorporating documents. For so long as Hxxxxx is on the board of directors of the Surviving Corporation, the Surviving Corporation shall not enter into any material transaction related to the business or operations of the Surviving Corporation unless Hxxxxx gives his written consent to enter into such transaction. For so long as Hxxxxx is the Chief Executive Officer of the Surviving Corporation, he shall have the sole authority to approve of all spending by the Surviving Corporation, unless such authority is specifically delegated to another officer of the Surviving Corporation.
Officers and Directors of the Surviving Corporation. 5.1 The officers of the Merged Corporation at the Effective Time of the Merger shall, from and after the Effective Time of the Merger, be the officers of the Surviving Corporation, until their successors have been duly elected or appointed and qualified, or until their earlier death, resignation or removal.
5.2 The directors and the members of the various committees of the board of directors of the Merged Corporation at the Effective Time of the Merger shall, from and after the Effective Time of the Merger, be the directors and members of such committees of the Surviving Corporation, serving in the same classes and capacities, until their successors have been duly elected or appointed and qualified, or until their earlier death, resignation or removal.
5.3 The corporate governance policies and board committee charters of the Merged Corporation shall, from and after the Effective Time of the Merger, be the corporate governance policies and board committee charters of the Surviving Corporation, until amended in accordance with the governing documents of the Surviving Corporation or applicable law.
