Parent Management Clause Samples

Parent Management. Upon the Closing, the management of Parent shall consist of the individuals (and their corresponding offices) set forth on Exhibit G-1 hereto; provided, however that (a) Parent shall not be obligated to appoint the persons set forth on Exhibit G-2 hereto (each, an “Oceanbulk Management Member”) to the offices set forth on Exhibit G-2 hereto unless each such individual agrees to enter into an employment agreement prior to the Closing Date in a form reasonably acceptable to Parent and such individual and consistent with the terms set forth on Exhibit G-3 that are applicable to such individual, and (b) if any individual on Exhibit G-1 or Exhibit G-2 hereto is unable or unwilling to serve, the Special Committee and the Sellers shall appoint a mutually acceptable initial replacement for such office as of the Closing Date.

Parent Management. Prior to the Effective Time, the Board of Directors of Parent, in accordance with applicable law and the Parent Charter Documents shall take all necessary action to appoint ▇▇▇▇▇ ▇. ▇▇▇▇▇ as the Chief Executive Officer and President and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ as Senior Vice President, Operations, of Parent. ___________ ___________

Parent Management. At the Effective Time, the Board of Directors of Parent, in accordance with applicable law and the Parent Charter Documents shall take all necessary action to appoint the officers of Nile to the similar offices of Parent.

Parent Management. The Participating Shareholders acknowledge that they have agreed to sell their Shares to Buyer under the terms of this Agreement in substantial part because of the Participating Shareholders' belief that Parent's current management has the ability and vision to continue the profitability of the Company, thereby increasing the value of the payments to be made to the Participating Shareholders under Section 1.3. Accordingly, Parent hereby agrees to use its reasonable efforts to provide for the continuity of Parent's current management until the end of Year 5.

Parent Management. Prior to the Effective Time, the Board of Directors of Parent, in accordance with applicable law and the Parent Charter Documents shall take all necessary action to appoint Thomas Banks ▇▇ ▇▇▇▇▇▇▇▇ and Chief Executive Officer of Parent, Francis X. Pi▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇ancial Officer of Parent. 5.8 Conveyance Taxes. Parent, FlexSCAN and FCA Merger Sub shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications, or other documents regarding (i) any real property transfer gains, sales, use, transfer, value-added, stock transfer and stamp Taxes, (ii) any recording, registration and other fees, and (iii) any similar Taxes or fees that become payable in connection with the transactions contemplated hereby. The Taxes described in clause (i) shall be paid equally by Parent and FlexSCAN.

Parent Management. At the Effective Time, Raymond Barton shall enter into an Executive Employment Agreement ▇▇▇▇ ▇▇▇ ▇▇▇▇nt in the form and substance attached as Exhibit G-1 as Chief Executive Officer of the Parent, at the Effective Time, Timothy Schmidt shall enter into an Executive Employment Agreement ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ in the form and substance attached as Exhibit G-2 as the President of the Parent and at the Effective Time, Alan Cohen shall enter into an Executive Employment Agreement with th▇ ▇▇▇▇▇▇ ▇n the form and substance attached as Exhibit G-3 as the Chief Financial Officer of the Parent.

Parent Management. At the Effective Time, the Board of Directors of Parent, in accordance with applicable law and the Charter Documents shall take all necessary action to appoint the officers of Tikvah to the similar offices of Parent. At the Effective Time, all officers of Parent shall resign from their offices.

Parent Management. Prior to the Effective Time, the Board of Directors of Parent, in accordance with applicable law and the Articles of Incorporation and Bylaws of Parent shall take all necessary action to appoint ▇▇▇▇▇▇ ▇▇▇▇▇▇, Ph.D. as Chief Executive Officer of Parent and ▇▇▇▇ ▇. ▇▇▇▇▇, Ph.D. as Chief Scientific Officer of Parent. For a period of 18 months after the Closing, any change in the Chief Executive Officer of the Parent will require the majority approval of the Synergy Directors. At the Effective Time the Parent and ▇▇▇▇▇▇ ▇▇▇▇▇▇, Ph.D. will enter into an Executive Employment Agreement in the form and substance attached as Exhibit F-1, and at the Effective Time the Parent and ▇▇▇▇ ▇. ▇▇▇▇▇, Ph.

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