Director and Officer Appointments. Each of the Insiders agrees to be a director or officer of the Company, as applicable, until the earlier of the consummation by the Company of an initial Business Combination, the liquidation of the Company, or his or her removal, death or incapacity. In the event of the removal or resignation of an Insider as a director or officer (as applicable), each Insider agrees that he or she will not, prior to the consummation of the Business Combination, without the prior express written consent of the Company, (a) use for the benefit of the undersigned or to the detriment of the Company or (b) disclose to any third party (unless required by law or governmental authority), any information regarding a potential Target that is not generally known by persons outside of the Company, the Sponsor, or their respective affiliates.
Director and Officer Appointments. As of the Effective Time, Pubco shall have taken all action to cause the Persons set forth on Schedule 1.05 to be appointed the officers and directors of Pubco and the concurrent resignations of those Persons set forth on Schedule 1.05.
Director and Officer Appointments. As of the Closing Date, Parent shall have taken all action, including compliance with Rule 14f-1 under the Exchange Act, if applicable, to cause (a) the persons as set forth on Schedule 6.4 to be appointed Parent’s directors and officers, and (b) the current officers and directors of Parent as set forth on Schedule 6.4 to resign from Parent.
Director and Officer Appointments. As of the Effective Time, Parent shall have taken all action to cause the persons as set forth on Schedule 6.1 to be appointed Parent’s directors and officers, and the current officers and directors of Parent on Schedule 6.1 shall have resigned from Parent. Parent shall use its best efforts to have a majority of its board members be independent by the director independence standards established by the NASDAQ Stock Market.
Director and Officer Appointments. (a) Except as otherwise agreed in writing by the Company and Parent prior to the Closing, and conditioned upon the occurrence of the Closing, Parent’s customary and reasonable due diligence process (including its review of a completed questionnaire and a background check for each such nominee), and subject to any limitation imposed under applicable Laws and NYSE listing requirements (including the corporate governance requirements of the NYSE Listing Rules Section 303A) that will be applicable to Parent as of the Closing, each of Parent and the Company shall take all such actions necessary or appropriate such that effective immediately after the Effective Time: (i) the Parent Board shall consist of seven (7) directors, which shall be divided into three (3) classes, designated Class I, II and III, with Class I consisting of three (3) directors, Class II consisting of two (2) directors and Class III consisting of two (2) directors; and (ii) the members of the Parent Board are the individuals determined in accordance with Section 5.21(b), Section 5.21(c) and Section 5.21(d).
(b) The two (2) individuals identified on Section 5.21(b) of the Parent Disclosure Schedule shall be directors on the Parent Board immediately after the Effective Time (each, a “Parent Designee”). Prior to the time at which the Registration Statement / Proxy Statement is declared effective under the Securities Act, (i) Parent and the Company shall mutually agree on the class of directors of each Parent Designee, and Section 5.21(b) of the Parent Disclosure Schedule shall automatically be deemed amended to include the class of directors for such Parent Designees, and (ii) Parent Sponsor may, by giving the Company written notice, replace any Parent Designee with any individual and, upon Parent Sponsor so giving notice of the replacement of such Parent Designee, Section 5.21(b) of the Parent Disclosure Schedule shall automatically be deemed amended to include such replacement individual as a Parent Designee in lieu of, and to serve in the same class of directors as, the individual so replaced.
(c) The four (4) individuals identified on Section 5.21(c) of the Company Disclosure Schedule shall be directors on the Parent Board immediately after the Effective Time (each, a “Company Designee”). Prior to the time at which the Registration Statement / Proxy Statement is declared effective under the Securities Act, (i) the Company and Parent shall mutually agree on the class of directors of each Com...
Director and Officer Appointments. Except as otherwise agreed in writing by the Company and Acquiror prior to the Closing, and conditioned upon the occurrence of the Closing, subject to any limitation imposed under applicable Laws and NASDAQ listing requirements, Acquiror shall take all actions necessary or appropriate to cause (a) the number of directors constituting the Acquiror Board to be such number as is specified on Schedule 7.10(a), (b) the individuals set forth on Schedule 7.10(b) to be elected as members of the Acquiror Board, effective as of the Closing and (c) the individuals set forth on Schedule 7.10(c) to be the executive officers of Acquiror effective as of the Closing. On the Closing Date, Acquiror shall enter into customary indemnification agreements reasonably satisfactory to the Company with the individuals set forth on Schedule 7.10, which indemnification agreements shall continue to be effective following the Closing.
Director and Officer Appointments. (a) As of the Effective Time, WWAG shall have taken all action to cause the persons as set forth below, to be appointed WWAG’s board of directors; with the exception of Txxxxx Xxx, the current directors of WWAG, before the Effective Time, will resign from the WWAG Board of Directors and will be replaced by Txxxxx Xxxxx, Sxxxxx Xxxxxxx, Rxxxxxx Xxxxx, and Vxx Xxxxxx.
Director and Officer Appointments. Except as otherwise agreed in writing by the Company and Parent prior to the Closing, and conditioned upon the occurrence of the Closing, subject to any limitation imposed under applicable Laws and Nasdaq listing requirements, Parent shall take all actions necessary or appropriate to cause: (a) the number and classes of directors constituting the Parent Board to be such number and classes as is specified by the Company pursuant to written notice to Parent prior to the effectiveness of the Registration Statement; (b) the directors and executive officers of Parent listed on Schedule 8.08(b) to have been removed from their respective positions or to have tendered their irrevocable resignations, in each case effective as of the Effective Time; (c) the individuals designated by the Company pursuant to written notice to Parent prior to the effectiveness of the Registration Statement to be elected as members of the designated class of the Parent Board, effective as of immediately after the Effective Time; and (d) the individuals set forth on Schedule 8.08(d) (as may be updated by the Company prior to Closing following written notice to Parent), to be the executive officers of Parent, effective as of immediately after the Effective Time. On the Closing Date, Parent shall enter into customary indemnification agreements reasonably satisfactory to the Company with the individuals designated pursuant to Section 8.08(b) and Section 8.08(d), which indemnification agreements shall continue to be effective following the Closing.
Director and Officer Appointments. 3.1 Provided such persons meet all necessary legal and regulatory requirements and are willing and able to act in the positions shown below, the first directors and officers of NevadaCo shall be the Persons set out below, who shall hold office until the first annual meeting of shareholders of NevadaCo or until their successors are elected or appointed: Xxxxxx Xxxxxx Chief Executive Officer, President and Director Xxxxx Xxxxx Director On Closing, the Board of Directors of NevadaCo shall consist of two members, whom will be nominated by NMG.
3.2 On the Closing, provided such persons meet all necessary legal and regulatory requirements and are willing and able to act in the positions shown below, the directors and officers of Deploy shall consist of the following persons (the “Board and Management Requirement”) and Deploy shall take all necessary steps to obtain resignations of existing directors and officers in order for these appointments to be effective on Closing: Xxxxxxx Xxxxxx Chief Executive Officer, President and Director Xxxxxx Xxxxxx Director Xxxxx Xxxxx Director Xxxxx Xxxxxxx Director Xxxx Xxxx Director On Closing, the Board of Directors of Deploy shall consist of five members, two to be nominated by NMG and three to be nominated by Deploy. The Chairman of the Board of Directors of Deploy shall be designated by agreement between Deploy and NMG.
3.3 At the Effective Date, each of Xxxxxx Xxxxxx and Xxxxx Xxxxx shall provide personal information forms (the “NMG PIFs”) in the form required by the Exchange to Deploy to deliver to the Exchange, in connection with their appointments to the board of directors of Deploy after Closing.
3.4 At the Closing, Deploy shall deliver resignations (the “Deploy Resignations”) of those directors and officers of Deploy who are either not continuing with Deploy or are continuing in a different capacity or role, such resignations to include waivers in respect of any liabilities of Deploy to them in a form acceptable to NMG, acting reasonably.
3.5 At the Closing, Deploy and NMG will enter into an employment agreement with Xxxxxxx Xxxxxx in relation to his positions as Chief Executive Officer and President (the “Employment Agreement”).
3.6 Upon completion of the Closing, Deploy may issue stock options in accordance with the Deploy Option Plan and the policies of the Exchange, the terms of the Deploy Option Plan and applicable Securities Laws, such that all members of the Board of Directors of Deploy will be able to particip...
Director and Officer Appointments. Except as otherwise agreed in writing by the Company and Acquiror prior to the Closing, and conditioned upon the occurrence of the Closing, subject to any limitation imposed under applicable Laws and Nasdaq listing requirements, Acquiror shall take all actions necessary or appropriate to cause (a) the individuals designated in accordance with Section 2.05(b) to be elected as members of the Acquiror Board, effective as of the Closing and (b) the individuals designated in accordance with Section 2.05(c) to be the executive officers of Acquiror effective as of the Closing. On the Closing Date, Acquiror shall enter into customary indemnification agreements reasonably satisfactory to the Company with each of the post-Closing directors and officers of Acquiror, which indemnification agreements shall continue to be effective following the Closing.
