Management of the Surviving Company Sample Clauses

Management of the Surviving Company. The Surviving Company shall be member-managed with the Parent as its sole member.
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Management of the Surviving Company. The sole member of Merger Sub immediately prior to the Effective Time shall be the sole member of the Surviving Company, in accordance with the limited liability company agreement of the Surviving Company.
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Management of the Surviving Company. (a) Effective as of the Closing, the Shareholder, pursuant to the Employment Agreement, the form of which is attached hereto as Exhibit 6.8, will be the Chief Executive Officer and have day-to-day control of the operations of the Surviving Company and shall be a Member of the Buyer’s Board of Directors.
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Management of the Surviving Company. Effective as of the Closing and for a period of at least one year thereafter, Xxx Xxxxxxxxxx (the "Principal") will have day-to-day control of the operations of the Surviving Company under the supervision and reasonable approval of the Buyer's Board of Directors in order to drive value, with such day-to-day control to be inclusive of decision-making authority, access to resources and a certain level of autonomy; provided, however, that all financial management functions of the Surviving Company, including, but not limited to, bookkeeping, payroll and checking accounts, will be performed under the Buyer's supervision and any expenditure for $5,000 or greater shall be determined jointly by Xxx Xxxxxxxxxx and Buyer's COO.
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Management of the Surviving Company. (a) The governing body of Merger Sub immediately prior to the Effective Time shall be the governing body of the Surviving Company immediately following the Effective Time.
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Management of the Surviving Company. Commencing with the Effective Time, the Surviving Company shall be managed by or under the direction of its Board of Managers in accordance with the amended and restated limited liability company agreement of the Surviving Company, until said agreement is thereafter amended as provided therein or by applicable Law.. The members of the Board of Managers of the Surviving Company at the Effective Time shall be as provided in Exhibit 1.5(b), until changed as provided in accordance with the amended and restated limited liability agreement of the Surviving Company. The officers of the Surviving Company at the Effective Time shall be as provided Exhibit 1.5(b), until changed as provided in accordance with the amended and restated limited liability agreement of the Surviving Company.
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Management of the Surviving Company 
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Related to Management of the Surviving Company

  • Directors of the Surviving Corporation The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

  • Officers of the Surviving Corporation The officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

  • Bylaws of the Surviving Corporation The Bylaws of Company, as in effect immediately prior to the Effective Time, will be the Bylaws of the Surviving Corporation until thereafter amended in accordance with applicable law.

  • Officers and Directors of the Surviving Corporation (a) The directors of the Merger Sub immediately prior to the Effective Time will be the directors of the Surviving Corporation, and they shall hold office until their respective successors are duly elected or appointed or qualified or until their earlier death, resignation or removal in accordance with the Certificate of Incorporation and By-laws as in effect from time to time of the Surviving Corporation.

  • 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 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.

  • Management of the Company The Company's business and affairs shall be conducted and managed by the Member(s) in accordance with this Agreement and the laws of the State of the Formation. Single-Member (Applies ONLY if Single-Member): The Member(s) of the Company has sole authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company or incur any expenditures on behalf of the Company. The Member(s) shall not be liable for the debts, obligations, or liabilities of the Company, including under a judgment, decree, or order of a court. The Company is organized as a “member-managed” limited liability company. The Member(s) is designated as the initial managing Member(s). Multi-Member (Applies ONLY if Multi-Member): Except as expressly provided elsewhere in this Agreement, all decisions respecting the management, operation, and control of the business and affairs of the Company and all determinations made in accordance with this Agreement shall be made by the affirmative vote or consent of Member(s) holding a majority of the Members’ Percentage Interests. Notwithstanding any other provision of this Agreement, the Member shall not, without the prior written consent of the unanimous vote or consent of the Member(s), sell, exchange, lease, assign or otherwise transfer all or substantially all of the assets of the Company; sell, exchange, lease (other than space leases in the ordinary course of business), assign or transfer the Company’s assets; mortgage, pledge or encumber the Company’s assets other than is expressly authorized by this Agreement; prepay, refinance, modify, extend or consolidate any existing mortgages or encumbrances; borrow money on behalf of the Company; lend any Company funds or other assets to any person or entity; establish any reserves for working capital repairs, replacements, improvements or any other purpose; confess a judgment against the Company; settle, compromise or release, discharge or pay any claim, demand or debt, including claims for insurance; approve a merger or consolidation of the Company with or into any other limited liability company, corporation, partnership or other entity; or change the nature or character of the business of the Company. The Member(s) shall receive such sums for compensation as Member(s) of the Company as may be determined from time to time by the affirmative vote or consent of Member(s) holding a majority of the Member(s)’ Percentage Interests.

  • Organizational Documents of the Surviving Corporation The Company Certificate of Incorporation, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. The Bylaws of the Company, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.

  • The Surviving Corporation Section 3.01.

  • Certificate of Incorporation of the Surviving Corporation The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation.

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