Manager and Officers. Notwithstanding any other provision to the contrary in this Agreement, except as set forth in Section 5.4(c), (i) the Manager shall, in its capacity as Manager, and not in any other capacity, have the same fiduciary duties to the Company and the Unitholders and Members as a member of the board of directors of a Delaware corporation; and (ii) each officer of the Company shall, in his or her capacity as such, and not in any other capacity, have the same fiduciary duties to the Company and the Unitholders and Members as an officer of a Delaware corporation. For the avoidance of doubt, the fiduciary duties described in clause (i) above shall not be limited by the fact that the Manager shall be permitted to take certain actions in its sole or reasonable discretion pursuant to the terms of this Agreement or any agreement entered into in connection herewith.
Manager and Officers. At the Step Two Effective Time, the manager of the LLC immediately prior to the Effective Time shall be the manager of the Surviving Company, and the officers of the LLC immediately prior to the Step Two Merger Effective Time, shall be the officers of the Surviving Company, in each case until their respective successors are duly elected or appointed and qualified.
Manager and Officers. The managers of Merger Sub shall, from and after the Effective Time, become the managers of the Surviving Entity until their successors shall have been duly elected, appointed or qualified or until their earlier death, resignation or removal in accordance with the limited liability company agreement of the Surviving Entity and applicable Law. The officers of Merger Sub shall, from and after the Effective Time, become the officers of the Surviving Entity until their successors shall have been duly elected, appointed or qualified or until their earlier death, resignation or removal in accordance with the limited liability company agreement of the Surviving Entity and applicable Law.
Manager and Officers. At the Step Two Merger Effective Time, the manager of Merger Sub immediately prior to the Effective Time shall be the initial manager of the Surviving Company, to hold its position in accordance with the Certificate of Formation and the Operating Agreement of the Surviving Company. At the Step Two Merger Effective Time, the officers of Merger Sub immediately prior to the Step Two Merger Effective Time shall be the initial officers of the Surviving Company, in each case until their respective successors are duly elected or appointed.
Manager and Officers. The managers and officers of WTI shall be the managers and officers of the Surviving Entity from and after the Effective Time until the consummation of the merger between WTI and Merger Sub or until their respective successors shall have been duly elected and qualified.
Manager and Officers. Wilmington Trust, National Association is hereby appointed, and upon execution of this Agreement shall be, the Manager of the Company. The Manager shall be deemed to be a “Manager” of the Company within the meaning of the Act. The Company shall have such officers with such authority as the Manager shall determine.
Manager and Officers. At the Effective Time, the manager of Merger Sub, as in effect immediately prior to the Effective Time, shall be the manager of the Surviving Entity, until their respective successors are duly elected or appointed and qualified. At the Effective Time, the officers of Merger Sub, as in effect immediately prior to the Effective Time, shall be the officers of the Surviving Entity, until their respective successors are duly elected or appointed and qualified.
Manager and Officers. Schedule 4.15 hereto sets forth a list, as of the ------------- Closing Date, of the name of each Manager and officer of TWC and the position(s) held by each.
Manager and Officers. The manager of the Surviving Entity shall be the manager of Merger Sub immediately prior to the Effective Time. The initial officers of the Surviving Entity shall be the officers of Merger Sub immediately prior to the Effective Time, until their respective successors are duly appointed.
Manager and Officers. As of the Effective Time, the manager and officers of the Surviving Entity shall be comprised of the individuals listed in Exhibit B hereto who shall hold office in accordance with the Certificate of Formation and Operating Agreement of the Surviving Entity until their successors are duly elected or appointed and qualified or until their earlier death, resignation or removal.
