Boards of Directors and Officers. At the Effective Time, the directors and officers of Merger Sub immediately prior to the Effective Time shall be directors and officers, respectively, of the Surviving Corporation following the Merger; such directors and officers shall hold office in accordance with the Surviving Corporation's Bylaws and applicable law.
Boards of Directors and Officers. At the -------------------------------- Effective Time, the directors and officers of Seller immediately prior to the Effective Time shall be the directors and officers, respectively, of the Surviving Corporation following the Merger, and such directors and officers shall hold office in accordance with the Surviving Corporation's Bylaws and applicable law; provided, however, as of the Effective Time of the Merger, Surviving Corporation shall take any and all actions necessary to add Tixxxxx X. Xxxxxxx xs a member of the Board of Directors of Surviving Corporation.
Boards of Directors and Officers. At the Ef- fective Time, the directors and officers of Merger Sub im- mediately prior to the Effective Time shall be directors and officers, respectively, of the Surviving Corporation following the Merger; such directors and officers shall hold office in accordance with the Surviving Corporation's Bylaws and ap- plicable law.
Boards of Directors and Officers. At the Effective -------------------------------- Time, the directors and officers of Commercial immediately prior to the Effective Time shall continue to be directors and officers, respectively, of the Surviving Corporation following the Parent Merger; such directors and officers shall hold office in accordance with the Surviving Corporation's Bylaws and applicable law. Promptly following the Effective Time, (i) Xxxxxxx X. Xxxxxxx, Xx., President, CEO and Chairman of Bancorp, shall be invited to serve as an additional member of the Commercial Board (or, at Xx. Xxxxxxx'x election, a director emeritus for a period of not less than 36 months) and, upon acceptance thereof and appointment thereon, shall be entitled to receive director fees (of no less than $500 per meeting) on the same basis as other non-employee directors of Commercial, and (ii) each other director serving on the Bancorp Board as of the date hereof and as of the Effective Time shall be invited to serve on an advisory board to Commercial for a period of not less than 12 months following the Effective Time and, upon acceptance thereof and appointment thereon, each such director serving on such advisory board who is not an employee of Commercial or a Commercial Subsidiary following the Effective Time shall be entitled to receive a meeting fee of $500 per meeting for such service, such advisory board to meet not less frequently than 4 times a year.
Boards of Directors and Officers. At the -------------------------------- Effective Time, the directors and officers of Buyer immediately prior to the Effective Time shall be the directors and officers, respectively, of the Surviving Corporation following the Merger, and such directors and officers shall hold office in accordance with the Surviving Corporation's Bylaws and applicable law.
Boards of Directors and Officers. At the Effective Time, the -------------------------------- directors and officers of Seller immediately prior to the Effective Time shall be the directors and officers, respectively, of the Seller following the Stock Purchase Transaction, and such directors and officers shall hold office in accordance with the Seller's Bylaws and applicable law; provided, however, as of the Effective Time, Seller shall take any and all actions necessary to add Tixxxxx X. Xxxxxxx xs a member of the Board of Directors of Seller.
Boards of Directors and Officers. 1.8.1 Prior to or concurrent with the Effective Time, Xxxxx undertakes to take such actions necessary to cause the Xxxxx Board of Directors to consist of fourteen members with two vacancies. The Board of Directors of Xxxxx who are in office at the Effective Time shall remain the directors of the Surviving Corporation, each of whom shall continue to serve as a Director for the term for which he or she was elected, subject to the Regulations of the Surviving Corporation and in accordance with law. Xxxxx and its Board of Directors shall undertake to appoint two members of BSC’s Board of Directors who shall be mutually identified by Xxxxx and BSC prior to Closing. The officers of Xxxxx who are in office at the time the Merger becomes effective shall be the officers of the Surviving Corporation, subject to the Regulations of the Surviving Corporation and in accordance with law. At the Effective Time, the size of the Board of Directors of the Surviving Subsidiary shall be increased to fifteen members and Xxxxx, as the sole shareholder of the Surviving Subsidiary, shall elect all of the existing members of the Chippewa Board of Directors and all of the existing members of the Subsidiary’s Board of Directors to the Surviving Subsidiary Board of Directors, the effect of which shall be the surviving Board of Directors consisting of both the Subsidiary Board members existing prior to the Merger combined with the Chippewa Board members existing prior to the Merger.
Boards of Directors and Officers. Prior to or concurrent with the Effective Time, UBI undertakes to take such actions necessary to cause the UBI Board of Directors to consist of twelve members with four vacancies. The Board of Directors of UBI who are in office at the Effective Time shall remain the directors of the Surviving Corporation, each of whom shall continue to serve as a Director for the term for which he was elected, subject to the Regulations of the Surviving Corporation and in accordance with law. UBI and its Board of Directors shall undertake to appoint four members of Delphos' Board of Directors who shall be: the CEO of the Subsidiary, P. Doxxxxx Xxxxxx, Roxxxx X. Xxxxxxxx, and Daxxx X. Xxxxx xo fill such vacancies. The officers of UBI who are in office at the time the Merger becomes effective shall be the officers of the Surviving Corporation, subject to the Regulations of the Surviving Corporation and in accordance with law. At or prior to the Effective Time, Joxxxx X. Xxxxxxxxxx xhall resign from the Subsidiary Board of Directors and after the Merger, the Board of Directors of the Subsidiary shall include two members chosen by UBI. At or prior to the Effective Time, Joxxxx X. Xxxxxxxxxx shall resign from all offices held by him with Delphos and the Subsidiary. At the Effective Time, Naxxx X. Xxxxxxxxx xill assume a new position with UBI.
Boards of Directors and Officers. (a) Immediately prior to the Closing, the entire Board of Directors of Quest shall consist of the following three (3) directors: Xxxxxxx X. Xxxx; Xxxx X. Xxxxxxxx; and Xxxxxxx X. Xxxxxxx. As of the Closing, immediately following the actions contemplated by Section 7.08 hereof, the entire Board of Directors of Quest shall consist of the following four (4) directors: Xxxxxxx X. Xxxx; Xxxx X. Xxxxxxxx; Xxxxx X. Xxxx; and Xxxxx X. Xxxx. As of the Closing, immediately following the actions contemplated by Section 7.08 hereof, the entire Board of Directors of each of the Quest Entities other than Quest shall consist of the following two (2) directors: Xxxxxxx X.
Boards of Directors and Officers. (a) Immediately prior to the Closing, Xxxxx X. Xxxx is the sole Director of the Company. As of the Closing, immediately following the actions contemplated by Section 7.08 hereof, the entire Board of Directors of the Company shall consist of the following two (2) directors: Xxxxxxx X. Xxxx and Xxxxx X. Xxxx.
