Directors and Officers of the Parent Sample Clauses

Directors and Officers of the Parent. (a) At Closing, the Parent will cause the Parent Board to consist of seven directors, of which four will be nominees of the Parent and three will be nominees of the Company.
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Directors and Officers of the Parent. From and after the Effective Time, the directors and officers of the Parent shall be the persons who were directors and officers of the Company immediately prior to the Effective Time, respectively. These directors and officers of the Parent shall hold office for the term specified in, and subject to the provisions contained in, the certificate of incorporation and bylaws of the Parent and applicable law.
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Directors and Officers of the Parent. 14. The Principal, namely Shane Hackett, will become a director of the parent, and xxxx xxxx xxx offices indicated as of the Closing day. The principals will add the appropriate person(s) at the appropriate time(s) to the Board of Directors by mutual consent.
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Directors and Officers of the Parent. As of the Closing, Parent Board of Directors and officers shall resign or not, depending on agreements negotiated prior to the closing.
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Directors and Officers of the Parent. The Parties shall take all necessary action such that immediately after the Effective Time, there shall be seven directors of Parent, as follows: (a) four directors who shall be designated by Parent and identified in writing to the Company; (b) each of Xxxx Xxxxxxxxx and Xxx Xxxxxxx (each of whom has been designated by the Members’ Representative); and (c) one director shall be the individual that is the Chief Executive Officer of the Parent immediately following the Effective Time, and such directors shall serve until their successors have been duly elected or appointed and qualified or until their death, resignation, removal or replacement in accordance with the Stockholder’s Agreement and the Organizational Documents of the Parent. The Parties shall also take all necessary action so that the Chief Executive Officer of Parent immediately after the Closing shall be Xxxxxxx Xxxxxxxx and that the Chairman of the Board and other officers of the Parent immediately after the Closing shall include the individuals agreed upon by Company and Parent prior to the Closing; provided, that if any such individual is unable to hold any such office (whether due to death, disability or otherwise), the Company and Parent shall work in good faith to mutually agree upon a replacement. 4 DB1/ 97944280.20
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Directors and Officers of the Parent. Subsidiary
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Directors and Officers of the Parent. The directors and officers of the Parent immediately prior to the Effective Time will be the persons identified on Schedule 2.6; PROVIDED that, except as set forth in Section 5.8, nothing in this Agreement shall be construed as a commitment of continued employment to the persons referred to on Schedule 2.6, whether in the same position or otherwise. The directors and officers will hold office from the Effective Time until their respective successors are duly elected or appointed and qualify in the manner provided in the Certificate of Incorporation and By-laws of the Parent, or as otherwise provided by applicable law.
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Directors and Officers of the Parent. At the Effective Time and by virtue of the Merger, the Board of Directors of Parent shall consist of seven (7) directors elected in accordance with the terms of the Amended and Restated Voting Agreement substantially in the form attached hereto as Exhibit C-1 (the “Voting Agreement”) as follows: four (4) directors shall be appointed by Arrowhead; two (2) directors shall be appointed by the holders of the Parent Series A Preferred Stock; and the last director shall be Xx. Xxxxxx Xxxxxx, elected and holding office pursuant to the terms of that certain voting agreement in effect prior to the Merger among NanoPolaris, Inc., a Delaware corporation, Arrowhead and the security holders signatory thereto. At the Effective Time and by virtue of the Merger, the officers of the Parent immediately prior to the Effective Time shall remain the officers of the Surviving Company, each to hold office in accordance with the Bylaws of the Parent, in substantially the form set forth on Exhibit D (the “Parent Bylaws”).
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Related to Directors and Officers of the Parent

  • 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.

  • 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 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.

  • 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.

  • Resignations of Directors and Officers The persons holding the positions of a director or officer of the Company, in office immediately prior to the Effective Time, shall have resigned from such positions in writing effective as of the Effective Time.

  • Directors’ and Officers’ Indemnification (a) After the Effective Time, PalEx shall, to the fullest extent permitted under applicable law, indemnify and hold harmless, each present and former director, officer and agent of the Company (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIES") against any costs or expenses (including reasonable attorneys fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with any action or omission of PalEx occurring prior to the Effective Time (including, without limitation, acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company). In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) PalEx shall pay the reasonable fees and expenses of counsel selected by the indemnified parties, which counsel shall be reasonably satisfactory to PalEx, promptly after statements therefor are received, (ii) PalEx will cooperate in the defense of any such matter, and (iii) any determination required to be made with respect to whether an indemnified party's conduct complies with the standards set forth under the DGCL or other applicable statutes and PalEx's or the Surviving Corporation's respective Certificates of Incorporation or By-Laws shall be made by independent legal counsel acceptable to PalEx as the case may be, and the indemnified party; PROVIDED, HOWEVER, that PalEx shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld).

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