Common use of Directors and Officers Clause in Contracts

Directors and Officers. The directors of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, shall serve as the directors of the Surviving Corporation from and after the Effective Time in accordance with the Bylaws of the Surviving Corporation. The officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, shall serve as the officers of the Surviving Corporation from and after the Effective Time in accordance with the Bylaws of the Surviving Corporation.

Directors and Officers. The directors director(s) of Sub in office immediately prior to ---------------------- the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the directors initial director(s) of the Surviving Corporation from and after the Effective Time Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation. The officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the initial officers of the Surviving Corporation from and after the Effective Time Corporation, each to hold office in accordance with the Bylaws of the Surviving Corporation.

Directors and Officers. (a) The directors of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the directors of the Surviving Corporation from Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and after the Effective Time in accordance with the Bylaws of the Surviving Corporation. The officers of Sub in office immediately prior to the Effective Timequalified, together with such additional persons as may thereafter be elected, shall serve as the officers of the Surviving Corporation from and after the Effective Time in accordance with the Bylaws of the Surviving Corporationcase may be.

Directors and Officers. The At the Effective Time, the directors and officers of Sub in office Sub, as constituted immediately prior to the Effective Time, together with such additional persons as may thereafter shall be elected, shall serve as the directors of the Surviving Corporation from and after the Effective Time in accordance with the Bylaws officers of the Surviving Corporation. The officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, shall serve as the officers of the Surviving Corporation from until their respective successors are duly elected or appointed and after the Effective Time in accordance with the Bylaws of the Surviving Corporationqualified.

Directors and Officers. The directors of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, shall serve as the directors of the Surviving Corporation surviving corporation resulting from the Merger from and after the Effective Time in accordance with the Bylaws of the Surviving Corporationsuch corporation. The officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, shall serve as the officers of the Surviving Corporation surviving corporation resulting from the Merger from and after the Effective Time in accordance with the Bylaws of the Surviving Corporationsuch corporation.

Directors and Officers. The directors of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, Time shall serve as become the directors of the Surviving Corporation from and after the Effective Time Corporation, each to hold office in accordance with the Articles of Incorporation and Bylaws of the Surviving Corporation. The , and the officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, Time shall serve as become the officers of the Surviving Corporation from Corporation, in each case until their respective successors are duly elected or appointed and after the Effective Time in accordance with the Bylaws of the Surviving Corporationqualified.

Directors and Officers. The directors of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the directors of the Surviving Corporation from at and after the Effective Time Time, each to hold office in accordance with the Bylaws Certificate of Incorporation and bylaws of the Surviving Corporation. The , and the officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the officers of the Surviving Corporation from at and after the Effective Time Time, in accordance with each case until the Bylaws earlier of the Surviving Corporationtheir resignation or removal or their respective successors are duly elected or appointed and qualified.

Directors and Officers. The directors of Sub in office immediately prior to at the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the directors of the Surviving Corporation from and after the officers of the Company at the Effective Time in accordance with the Bylaws of the Surviving Corporation. The officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter shall be elected, shall serve as the officers of the Surviving Corporation from Corporation, in each case until their respective successors are duly elected (or appointed in the case of officers) and after the Effective Time in accordance with the Bylaws of the Surviving Corporationqualified.

Directors and Officers. The directors of Sub in office ---------------------- immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, shall serve as the directors of the Surviving Corporation from and after the Effective Time in accordance with the Bylaws of the Surviving Corporation. The officers of Sub Source in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, shall serve as the officers of the Surviving Corporation from and after the Effective Time in accordance with the Bylaws of the Surviving Corporation.

Directors and Officers. The directors of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the directors of the Surviving Corporation from until their resignation or removal or until their respective successors have been elected and after the Effective Time in accordance with the Bylaws of the Surviving Corporationqualified. The officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the officers of the Surviving Corporation from until their resignation or removal or until their respective successors have been elected and after the Effective Time in accordance with the Bylaws of the Surviving Corporationqualified.

Directors and Officers. The directors of Sub in office ---------------------- immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, shall serve as the directors of the Surviving Corporation from and after the Effective Time in accordance with the Bylaws of the Surviving Corporation. The officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, shall serve as the officers of the Surviving Corporation from and after the Effective Time in accordance with the Bylaws of the Surviving Corporation.

Directors and Officers. The directors of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, shall serve as the directors of the Surviving Corporation from and after the Effective Time in accordance with the Bylaws of the Surviving Corporation. The officers of Sub Company in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, shall serve as the officers of the Surviving Corporation from and after the Effective Time in accordance with the Bylaws of the Surviving Corporation.

Directors and Officers. The directors of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, shall will serve as the directors of the Surviving Corporation from and after the Effective Time in accordance with the Bylaws of the Surviving Corporation. The officers of Sub in Norrxxx xx office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, shall will serve as the officers of the Surviving Corporation from and after the Effective Time in accordance with the Bylaws of the Surviving Corporation.

Directors and Officers. The directors of Sub in office ---------------------- immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, Time shall serve as become the directors of the Surviving Corporation from and after the Effective Time Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation. The , and the officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, Time shall serve as become the officers of the Surviving Corporation from Corporation, in each case until their respective successors are duly elected or appointed and after the Effective Time in accordance with the Bylaws of the Surviving Corporationqualified.

Directors and Officers. The directors of Sub Subsidiary in office immediately prior to the Effective Time, together with Executive and such additional persons as may thereafter be elected, shall serve as the directors of the Surviving Corporation from and after the Effective Time in accordance with the Bylaws of the Surviving Corporation. The officers of Sub in office immediately prior to the Company at the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the officers of the Surviving Corporation from and after such additional or different officers as the Effective Time in accordance with the Bylaws Board of Directors of the Surviving CorporationCorporation may elect as of the Effective Time.

Directors and Officers. The directors of Sub immediately ---------------------- prior to the Effective Time shall become the directors of the Surviving Corporation, each to hold office in office accordance with the Articles of Incorporation and Bylaws of the Surviving Corporation, and the officers of Sub immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, Time shall serve as the directors of the Surviving Corporation from and after the Effective Time in accordance with the Bylaws of the Surviving Corporation. The officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, shall serve as become the officers of the Surviving Corporation from Corporation, in each case until their respective successors are duly elected or appointed and after the Effective Time in accordance with the Bylaws of the Surviving Corporationqualified.

Directors and Officers. The directors of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the directors of the Surviving Corporation from at and after the Effective Time Time, each to hold office in accordance with the Bylaws Certificate of Incorporation and bylaws of the Surviving Corporation. The , and the officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the officers of the Surviving Corporation from at and after the Effective Time Time, in accordance with the Bylaws of the Surviving Corporationeach case until their respective successors are duly elected or appointed and qualified.

Directors and Officers. The directors of Sub immediately ---------------------- prior to the Effective Time shall become the directors of the Surviving Corporation, each to hold office in office accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation, and the officers of Sub immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, Time shall serve as the directors of the Surviving Corporation from and after the Effective Time in accordance with the Bylaws of the Surviving Corporation. The officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, shall serve as become the officers of the Surviving Corporation from Corporation, in each case until their respective successors are duly elected or appointed and after the Effective Time in accordance with the Bylaws of the Surviving Corporationqualified.

Directors and Officers. The directors of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, shall serve as the directors of the Surviving Corporation from and after the Effective Time in accordance with the Bylaws of the Surviving Corporation. The officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, shall serve as the respective directors and officers of the Surviving Corporation from and after the Effective Time in accordance with the Bylaws of the Surviving Corporation.

Directors and Officers. The directors of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, Time shall serve as become the directors of the Surviving Corporation from and after the Effective Time Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation. The , and the officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, Time shall serve as become the officers of the Surviving Corporation from Corporation, in each case until their respective successors are duly elected or appointed and after the Effective Time in accordance with the Bylaws of the Surviving Corporationqualified.

Directors and Officers. The directors of Sub in office immediately prior to From and after the Effective Time, together with such additional persons as may thereafter be elected, shall serve as the directors of the Surviving Corporation from and after the Effective Time in accordance with the Bylaws of the Surviving Corporation. The officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter shall be elected, shall serve as the officers of the Surviving Corporation from and after the Effective Time in accordance with directors of Sub shall be the Bylaws directors of the Surviving Corporation, in each case until their respective successors are duly elected and qualified. On or prior to the Closing Date, the Company shall deliver to Parent evidence satisfactory to Parent of the resignations of the officers and directors of the Company and its Subsidiaries (as defined in Section 3.02), such resignations to be effective as of the Effective Time.

Directors and Officers. The directors of Sub in office immediately ---------------------- prior to the Effective Time, together with such additional persons as may thereafter be elected, shall serve as the directors of the Surviving Corporation from and after the Effective Time in accordance with the Bylaws of the Surviving Corporation. The officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, shall serve as the officers of the Surviving Corporation from and after the Effective Time in accordance with the Bylaws of the Surviving Corporation.

Directors and Officers. The directors of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the directors of the Surviving Corporation from at and after the Effective Time Time, each to hold office in accordance with the Bylaws Articles of Incorporation and bylaws of the Surviving Corporation. The , and the officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the officers of the Surviving Corporation from at and after the Effective Time Time, in accordance with each case until the Bylaws earlier of the Surviving Corporation.their resignation or removal or their respective successors are duly elected or appointed and qualified. 1.7

Directors and Officers. The directors of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the directors of the Surviving Corporation from and immediately after the Effective Time Time, each to hold the office of director of the Surviving Corporation in accordance with the provisions of the applicable laws of the State of New York and the Certificate of Incorporation and Bylaws of the Surviving CorporationCorporation until their successors are duly qualified and elected. The officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the officers of the Surviving Corporation from and immediately after the Effective Time Time, each to hold office in accordance with the provisions of the Bylaws of the Surviving Corporation.

Directors and Officers. The directors of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the directors of the Surviving Corporation from and after the Effective Time Corporation, each of whom shall serve in accordance with the Bylaws of DGCL and the Surviving CorporationBylaws. The officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the officers of the Surviving Corporation from Corporation, each of whom shall serve until the earlier of his or her resignation or removal or until his or her successor is duly elected and after qualified, as the Effective Time in accordance with the Bylaws of the Surviving Corporationcase may be.

Directors and Officers. The directors of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, shall serve as the directors of the Surviving Corporation from and after the Effective Time in accordance with the Bylaws of the Surviving Corporation. The officers of Sub Lamcor in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, shall serve as the officers of the Surviving Corporation from and after the Effective Time in accordance with the Bylaws of the Surviving Corporation.

Directors and Officers. The directors of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, shall serve as the directors of the Surviving Corporation from and after the Effective Time in accordance with the Bylaws of the Surviving Corporation. The officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, shall serve as the officers of the Surviving Corporation from and after the Effective Time in accordance with the Bylaws of the Surviving Corporation.Surviving

Directors and Officers. The directors and officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, Time shall serve as the directors of the Surviving Corporation from and after the Effective Time in accordance with the Bylaws of the Surviving Corporation. The officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, shall serve as the officers of the Surviving Corporation from on and after the Effective Time in accordance with the Bylaws of Time, until new directors and officers have been duly elected and qualified pursuant to the Surviving Corporation’s Certificate of Incorporation and Bylaws, or until their earlier resignation, removal or death.

Directors and Officers. The directors of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the directors of the Surviving Corporation from and after the Effective Time Time, each to hold office in accordance with the Bylaws articles of incorporation and regulations of the Surviving Corporation. The , and the officers of Sub in office the Company immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the officers of the Surviving Corporation from and after the Effective Time Time, in each case until their respective successors are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Bylaws articles of incorporation and regulations of the Surviving Corporation. SECTION 1.06.

Directors and Officers. The persons who are directors of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter be electedshall, shall serve as the directors of the Surviving Corporation from and after the Effective Time in accordance with Time, comprise the Bylaws Board of Directors of the Surviving Corporation. The At the Effective Time, the officers of the Surviving Corporation shall consist of the officers of Sub in office immediately prior to the Effective Time, together with . Each of such additional persons as may thereafter be elected, shall serve as the directors and officers of the Surviving Corporation from shall hold office until their respective successors have been duly elected or appointed and after qualified or as otherwise provided in the Effective Time in accordance with Articles of Incorporation of the Surviving Corporation, the Bylaws of the Surviving Corporation.Corporation or by law. SECTION 1.17

Directors and Officers. The individuals serving as directors of Sub in office immediately prior to at the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the directors of the Surviving Corporation from and after the Effective Time in accordance with the Bylaws as of the Surviving Corporation. The officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, shall each to serve as a director until his or her successor is duly elected or appointed. The individuals serving as officers of Sub at the Effective Time shall be the officers of the Surviving Corporation from and after as of the Effective Time in accordance with the Bylaws of the Surviving CorporationTime, each to hold office until his or her successor is duly elected or appointed.

Directors and Officers. The directors of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the initial directors of the Surviving Corporation from and after the Effective Time Time. Such directors shall hold office until the election and qualification of their respective successors or until their tenure is otherwise terminated in accordance with the Articles of Incorporation and Bylaws of the Surviving Corporation. The officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the initial officers of the Surviving Corporation from and after the Effective Time Corporation, each to hold office in accordance with the Bylaws of the Surviving Corporation.

Directors and Officers. The directors of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, shall serve as the directors of the Surviving Corporation from and after the Effective Time in accordance with the Bylaws Code of Regulations of the Surviving Corporation. The officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, shall serve as the officers of the Surviving Corporation from and after the Effective Time in accordance with the Bylaws Code of Regulations of the Surviving Corporation.

Directors and Officers. The directors of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, shall serve as the directors of the Surviving Corporation from and after the Effective Time in accordance with the Bylaws of the Surviving Corporation. The officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, shall serve as the officers of the Surviving Corporation from and after the Effective Time in accordance with the Bylaws of the Surviving Corporation.. ARTICLE 3 MANNER

Directors and Officers. The directors of Sub in office immediately prior to the ---------------------- Effective Time, together with such additional persons as may thereafter be elected, Time shall serve as become the directors of the Surviving Corporation from and after the Effective Time Corporation, each to hold office in accordance with the Articles of Incorporation and Bylaws of the Surviving Corporation. The officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, Time shall serve as become the officers of the Surviving Corporation from Corporation, in each case until their respective successors are duly elected or appointed and after the Effective Time in accordance with the Bylaws of the Surviving Corporationqualified.

Directors and Officers. The directors of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, shall serve as the directors of the Surviving Corporation from and after the Effective Time until their successors are duly elected and qualified in accordance with the Bylaws bylaws of the Surviving Corporation. The officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, shall serve as the officers of the Surviving Corporation from and after the Effective Time until their successors are duly elected and qualified in accordance with the Bylaws bylaws of the Surviving Corporation.

Directors and Officers. The persons who are directors of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter be electedshall, shall serve as the directors of the Surviving Corporation from and after the Effective Time in accordance with Time, comprise the Bylaws Board of Directors of the Surviving Corporation. The At the Effective Time, the officers of the Surviving Corporation shall consist of the officers of Sub in office immediately prior to the Effective Time, together with . Each of such additional persons as may thereafter be elected, shall serve as the directors and officers of the Surviving Corporation from shall hold office until their respective successors have been duly elected or appointed and after qualified or as otherwise provided in the Effective Time in accordance with Articles of Incorporation of the Surviving Corporation, the Bylaws of the Surviving CorporationCorporation or by law.

Directors and Officers. The Sub's directors of Sub in office immediately prior to before the Effective Time, together with such additional persons as may thereafter Time will be elected, shall serve as the directors of the Surviving Corporation from Corporation. Each such director will hold that office, in accordance with applicable law and after the Surviving Corporation's Certificate of Incorporation and Bylaws, until his or her successor is duly elected and qualified. Sub's officers immediately before the Effective Time will be the Surviving Corporation's officers. Each of these officers will hold office in accordance with the Bylaws of the Surviving Corporation. The officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, shall serve as the officers of the Surviving Corporation from and after the Effective Time in accordance with the Bylaws of the Surviving Corporation's Bylaws.

Directors and Officers. The directors of Sub and the officers of Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the initial directors and officers, respectively, of the Surviving Corporation, holding the same offices in office the Surviving Corporation as they held in Sub immediately prior to the Effective Time, together with such additional persons as may thereafter be electeduntil their successors have been duly elected or appointed and qualified or until their earlier death, shall serve as the directors of the Surviving Corporation from and after the Effective Time resignation or removal in accordance with the Bylaws of the Surviving Corporation. The officers 's Certificate of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, shall serve as the officers of the Surviving Corporation from Incorporation and after the Effective Time in accordance with the Bylaws of the Surviving CorporationBylaws.

Directors and Officers. The directors of Sub in office immediately prior to at the Effective Time, together with such additional persons as may thereafter Time will be elected, shall serve as the directors of the Surviving Corporation from Corporation, until their respective successors have been duly elected or appointed and after the Effective Time in accordance with the Bylaws of the Surviving Corporationqualified. The officers of Sub in office immediately prior to at the Effective Time, together with such additional persons as may thereafter Time will be elected, shall serve as the officers of the Surviving Corporation and will hold office from and after the Effective Time in accordance with the Bylaws of the Surviving Corporation.

Directors and Officers. The directors of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the directors of the Surviving Corporation from and after as of the Effective Time in accordance with the Bylaws of the Surviving CorporationTime. The officers of Sub in office the Company (other than the Chairman of the Board) immediately prior to the Effective TimeTime shall, together with such additional persons officers as may thereafter designated by Parent, be elected, shall serve as the officers of the Surviving Corporation from and after as of the Effective Time in accordance with the Bylaws of the Surviving CorporationTime.

Directors and Officers. The directors of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, Time shall serve as become the directors of the Surviving Corporation from and after the Effective Time Corporation, each to hold office in accordance with the Bylaws articles of incorporation and bylaws of the Surviving Corporation. The , and the officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, Time shall serve as become the officers of the Surviving Corporation from Corporation, in each case until their respective successors are duly elected or appointed and after the Effective Time in accordance with the Bylaws of the Surviving Corporationqualified.

Directors and Officers. The directors of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the directors of the Surviving Corporation from and after the Effective Time Time, each to hold office in accordance with the Bylaws articles of incorporation and regulations of the Surviving Corporation. The , and the officers of Sub in office the Company immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the officers of the Surviving Corporation from and after the Effective Time Time, in each case until their respective successors are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Bylaws articles of incorporation and regulations of the Surviving Corporation.

Directors and Officers. The directors of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the directors of the Surviving Corporation from at and after the Effective Time Time, each to hold office in accordance with the Bylaws Articles of Incorporation and bylaws of the Surviving Corporation. The , and the officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the officers of the Surviving Corporation from at and after the Effective Time Time, in accordance with each case until the Bylaws earlier of the Surviving Corporationtheir resignation or removal or their respective successors are duly elected or appointed and qualified.

Directors and Officers. The directors of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the initial directors of the Surviving Corporation from and after the Effective Time shall hold office until their respective successors have been appointed or elected in accordance with the Articles of Organization and Bylaws of the Surviving Corporation. The officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter Time shall be elected, shall serve as the initial officers of the Surviving Corporation from and after the Effective Time Corporation, in accordance with the Bylaws of the Surviving Corporation.each case until their respective successors are duly elected or appointed. ARTICLE II

Directors and Officers. The directors of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, shall serve as the directors of the Surviving Corporation from and after the Effective Time in accordance with the Bylaws of the Surviving Corporation. The officers of Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, shall serve as the officers of the Surviving Corporation from and after the Effective Time in accordance with the Bylaws of the Surviving Corporation.Surviving