DIRECTORS AND OFFICERS OF THE. Surviving Entity 2 1.6 Effect on Equity Interests 2 1.7 Payment of Merger Consideration 2 1.8 Payment to Certain Persons 2 1.9 Lost Certificates 3 1.10 No Further Ownership Rights or Transfers 3 ARTICLE 2 MERGER CONSIDERATION AND CLOSING 3 2.1 Merger Consideration 3 2.2 Calculation of Merger Consideration 3 2.3 Closing 4 2.4 Payment of the Merger Consideration 4 2.5 Merger Consideration Adjustment 4 2.6 Allocation of Merger Consideration 5 ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF SELLERS AND THE COMPANY 6 3.1 Organization and Good Standing 6 3.2 Capitalization 6 3.3 Authority and Authorization; Conflicts; Consents 7
DIRECTORS AND OFFICERS OF THE. SURVIVING CORPORATION AND CERTAIN SUBSIDIARIES.
DIRECTORS AND OFFICERS OF THE. First Surviving Entity 2
DIRECTORS AND OFFICERS OF THE. COMPANY 24 4.4........................................................................................QUOVADX RELATIONSHIPS 25
DIRECTORS AND OFFICERS OF THE. First Step Surviving Corporation and the Final Surviving Entity. Unless otherwise determined by Parent prior to the Effective Time, the directors of Merger Sub I immediately prior to the Effective Time shall be the directors of the First Step Surviving Corporation immediately after the Effective Time, each to hold the office in accordance with the provisions of the DGCL and the certificate of incorporation and bylaws of the First Step Surviving Corporation until their successors are duly elected or appointed and qualified or their earlier death, resignation or removal. Unless otherwise determined by Parent prior to the Effective Time, the officers of Merger Sub I immediately prior to the Effective Time shall be the officers of the First Step Surviving Corporation immediately after the Effective Time, each to hold office in accordance with the provisions of the DGCL and the bylaws of the First Step Surviving Corporation. Unless otherwise determined by Parent prior to the Second Effective Time, the managers and officers of Merger Sub II immediately prior to the Second Effective Time shall be the managers and officers of the Final Surviving Entity immediately after the Second Effective Time until their respective successors are duly appointed or admitted.
DIRECTORS AND OFFICERS OF THE. SURVIVING CORPORATIONS (a) DOUBLETREE
DIRECTORS AND OFFICERS OF THE. BANK ---------------------------------- Each person serving as a Director or Officer of the Bank at the time of the Conversion and Reorganization shall continue to serve as a Director or Officer of the Bank for the balance of the term for which the person was elected prior to the Conversion and Reorganization, and until a successor is elected and qualified.
DIRECTORS AND OFFICERS OF THE. SURVIVING CORPORATION AND PARENT
DIRECTORS AND OFFICERS OF THE. SURVIVING CORPORATION AND PARENT Section 3.1 Directors of Surviving Corporation.......................... 2 Section 3.2 Officers of Surviving Corporation........................... 2 Section 3.3 Parent Board of Directors; President........................ 2 ARTICLE 4
