Directors and Officers of the Amalgamated Company Sample Clauses

Directors and Officers of the Amalgamated Company. (a) The parties hereto shall take all actions necessary so that the board of directors of Amalgamation Sub at the Effective Time shall, from and after the Effective Time, be the directors of the Amalgamated Company until the earlier of their resignation or removal or until their respective successors are duly elected or appointed.
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Directors and Officers of the Amalgamated Company. (a) The names and addresses of the directors of the Amalgamated Company immediately after the Amalgamation (until their successors are elected or appointed or until the earlier of their death, resignation or removal in accordance with the bye-laws of the Amalgamated Company and applicable Law) shall be as follows: Name Address Ex Xxxxx c/o The Blackstone Group (HK) Limited, Two International Finance Centre, Suite 901, 9th Floor, 8 Xxxxxxx Xxxxxx, Xxxxxxx, Xxxx Xxxx Axxx Xxxx c/o The Blackstone Group (HK) Limited, Two International Finance Centre, Suite 901, 9th Floor, 8 Xxxxxxx Xxxxxx, Xxxxxxx, Xxxx Xxxx Txx Xxxx c/o The Blackstone Group (HK) Limited, Two International Finance Centre, Sxxxx 000, 0xx Xxxxx, 0 Xxxxxxx Xxxxxx, Xxxxxxx, Xxxx Xxxx
Sample 1
Directors and Officers of the Amalgamated Company. The officers of the Amalgamated Company immediately after the Amalgamation shall be as determined by S&G in its sole discretion. The directors of the Amalgamated Company immediately after the Amalgamation shall be (i) Sungyuk Won and (ii) Xxxxx Xxxxxxx (collectively, the “Directors”). The address of the Directors shall be as set forth in Section 8.2(a).
Sample 1
Directors and Officers of the Amalgamated Company. At the Effective Time, the then current directors of Newco and any additional individuals designated by Parent shall be the initial directors of the Amalgamated Company, each of such directors to hold office in accordance with the applicable provisions of the memorandum and articles of association of the Amalgamated Company and until their successors shall be elected or appointed and shall duly qualify. Except as may be designated by Parent, immediately prior to the Effective Time, the current directors of Company shall cease to be directors of Company and shall not be directors of the Amalgamated Company. After giving effect to the Amalgamation, the officers of the Amalgamated Company shall be the individuals then designated by Parent, each to hold office in accordance with the applicable provisions of the memorandum and articles of association of the Amalgamated Company and until their respective successors are duly elected or appointed and qualified.
Sample 1
Directors and Officers of the Amalgamated Company. The names and addresses of the persons proposed to be directors and officers of the Amalgamated Company are as follows: NAME POSITION ADDRESS CITY, STATE ---- -------- ------- ----------- Stepxxx X. Xxx Xxxxx Chairman, Director 7685 Xxxxxxx, X.X. Ada, Michigan 49301 Richxxx X. XxXxx, Xx. President, Director 2003 Xxxxxxxxx, X.X. Xxxxx Xxxxxx, Xxxxxxxx 00000 Xxxgxxx X. XxXxx Director 2020 Xxxxxxxxx, XX Xxxxx Xxxxxx, Xxxxxxxx 00000 Xxxhxx X. XxXxxxxx Director C-58 Xxxxxxx Xxx Xxxxxxx Xxx, Xxxx Xxxx Apartments, 101 Repulse Bay Road Jack X.X. So Director 402A Xxxxx Xxxxx, 00 Xxxx Xxxx Xxxxxxxxx Xxxx Xxxn X.X. Xxxx Xxxxxxxx Xxxx X, 0xx Xxxxx, Xxxxx Xxxx Xxxx Heights, 52 Lyttelton Road Lai-Huat Choong Director 7, Jxxxx Xxxx, Xxxxx 00000 Xxxxx Xxxxxx, Xxxxxxxx Bandaraya Eva Xxxxx Executive Vice Blocx 0-X, 00xx Xxxxx, Xxxx Xxxx Xxxxxxxxx; Xxrector Clovelly Court; 12 Mxx Xxxx, Xxx-xxxxxx Xxxn Xxxxx Chief Financial 1755 Xxxx Xxxxx, XX Xxxxx Xxxxxx, XX 00000 Officer, Vice President and Treasurer Lawrxxxx X. Xxxl Vice President 38 Cxxxxx Xxxxxx, NW Grand Rapids, Michigan 49503 Craix X. Xxxxxxx Vice President, 6525 Xxxxxxxx Xxxx, XX Xxxxx Xxxxxx, Xxxxxxxx 00000 General Counsel and Assistant Secretary John X. Xxxxxxxx Vice President, 7425 Xxxxxx, XX Xxxxx Xxxxxx, Xxxxxxxx 00000 Distributor Relations Percx Xxxx Vice President, Suitx 0000, Xxxx Xxx Xxxxxxx, XXX; 000030 General Manager - Apartment, Magnolia East China Garden, 50 Pu Hui Xxxx Road Patrxxx Xxx Vice President, Flat 0X, Xxxxxxx Xxxxx, Xxxx Xxxx General Manager - Tower 5, 23 Old Peak National Operations Road Audix Xxxx Vice President, Villx 000, Xxxxxxx Xxxxxxx, XXX 000000 General Manager - Rivixxx, Xx. 0, Xxxxx Xxxxx Xxxxx Jiang Bei Road, Chaoyang District Martxx Xxxx General Manager - No. 0, Xxxx 0, Xxxx-Xxx Xxxxxxx, Taipei R.O.C. Taiwan 5th Xx. Xxx Xxx-Xxx Xxxxxxxx Manger - 16, Xxxxx XX00/0; 00000, Xxxxxxxx, Xxxxxxxx Malaysia Petaling Jaya Preexxx Xxxxxxxxx General Manager - 335 Lad Prao 101 Bangxxxx, Xxxxxxx 00000 Xxxxxxxx Thailand Petex Xxxxxxxx General Manager - 25 Cxxxxxxx Xxxx, Xxxxxx, Xxxxxxxxx 0000 Xxxxxxxxx Kenthurst Bettx Xxxxx General Manager - 923 King's Road, 9/Floor, Quarry Bay, Hong Kong South China Ritz Mansion John X.X. Xxxxxx Secretary "Saltcoats," 10 Kxxxx Xxxx Warwick WK06, Bermuda Road
Sample 1
Directors and Officers of the Amalgamated Company. (a) In connection with the Amalgamation, the Company shall take all necessary action such that (i) each director of the Company in office immediately prior to the Effective Time shall cease to be a director immediately following the Effective Time (including by causing each such director to tender an irrevocable resignation as a director, effective as of the Effective Time) and (ii) each person set forth on Section 2.5(a) of the Company Disclosure Letter shall be appointed to the Board of Directors of the Amalgamated Company, effective as of the Effective Time, and, as of such time, shall be the only directors of the Amalgamated Company. Each person appointed as a director of the Amalgamated Company pursuant to the preceding sentence shall remain in office as a director of the Amalgamated Company until his or her successor is elected and qualified or until his or her earlier death, resignation or removal in accordance with the Company’s Charter Documents.
Sample 1

Related to Directors and Officers of the Amalgamated Company

  • Directors and Officers of the Surviving Company The directors of Merger Sub immediately prior to the Effective Time will, from and after the Effective Time, be the directors of the Surviving Company, and the officers of the Merger Sub immediately prior to the Effective Time will, from and after the Effective Time, be the officers of the Surviving Company, in each case, until their respective successors have been duly elected, designated or qualified, or until their earlier death, disqualification, resignation or removal in accordance with the Surviving Company’s M&A.

  • Directors and Officers of the Surviving Corporation The directors and officers of Merger Sub immediately prior to the Effective Time shall serve as the initial directors and officers of the Surviving Corporation, until their respective successors are duly elected or appointed and qualified.

  • Directors and Officers of Surviving Corporation The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. 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 bylaws of the Surviving Corporation.

  • Directors and Officers Insurance The Company shall, to the extent that the Board determines it to be economically reasonable, maintain a policy of directors’ and officers’ liability insurance (“D&O Insurance”), on such terms and conditions as may be approved by the Board.

  • Directors and Officers The directors and officers of Merger Sub, in each case, immediately prior to the Effective Time shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporation.

  • Indemnification of the Company, its Directors and Officers Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 5.1.1, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Statutory Prospectus, any Testing-the-Waters Communication or the Prospectus (or any amendment or supplement to the foregoing), solely in reliance upon and in conformity with the Underwriters’ Information.

  • Board of Directors and Officers The directors and corporate officers of Buyer Sub immediately prior to the Effective Time shall continue to be the directors and corporate officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation, until their respective successors are duly elected or appointed (as the case may be) and qualified.

  • Directors and Officers Liability Insurance 6.01 The Company shall, from time to time, make the good faith determination whether or not it is practicable for the company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the directors and officers with coverage for losses from wrongful acts, or to ensure the Company's performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of directors' and officers' liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's directors, if Indemnitee is a director; or of the Company's officers, if Indemnitee is not a director of the Company but is an officer. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a parent or subsidiary of the Company.

  • Indemnification and Directors’ and Officers’ Insurance (a) From and after the Closing, Acquiror shall, and shall cause the Company to, indemnify and hold harmless each present and former director/manager and officer of Acquiror, the Company and the Company’s Subsidiaries, or any individual who, at any time prior to the Closing, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(a), which such advancement right shall include any expenses incurred by such Person in connection with enforcing any rights to indemnification under this Section 7.01, in each case, without the requirement of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company and the Company’s Subsidiaries to, (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. All rights to indemnification and advancement conferred under this Section 7.01 shall continue as to any indemnified Person who has ceased to be a director/manager or officer of Acquiror, the Company or the Company’s Subsidiaries at or after the Closing and inure to the benefit of such person’s heirs, executors and personal and legal representatives.

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