Post-Closing Board of Directors. (a) The Parties shall take all necessary action, including causing the directors of OAC to resign, so that effective at the Closing, the entire board of directors of the Successor (the “Post-Closing Board”) will consist of seven (7) individuals, a majority of which shall be independent directors in accordance with Nasdaq requirements (or if applicable, the requirements of another Acceptable Securities Exchange on which OAC Shares are listed or intended to be listed). The directors shall be classified, with respect to the time for which they shall hold their respective offices, by dividing them into three classes, to be known as “Class I,” “Class II” and “Class III.” Each director shall hold office for a three-year term or until the next annual meeting of stockholders at which his or her successor is elected and qualified (provided, that the first annual meeting of stockholders will not be held prior to the one year anniversary of the Effective Time). At each annual meeting of stockholders, successors to the directors of the class whose term of office expires at such annual meeting shall be elected to hold office until the third succeeding annual meeting of stockholders, so that the term of office of only one class of directors shall expire at each annual meeting. The number of directors in each class, which shall be such that as near as possible to one-third and at least one-fourth (or such other fraction as required by the Nevada Revised Statutes) in number are elected at each annual meeting, shall be established from time to time by resolution of the board of directors and shall be increased or decreased by resolution of the board of directors, as may be appropriate whenever the total number of directors is increased or decreased. Two (2) of the seven (7) members of the Post-Closing Board shall be individuals (at least one of whom shall be an independent director) designated by OAC prior to the Effective Time (the “OAC Directors”). Four (4) of the members of the Post-Closing Board (at least three (3) of whom shall be independent directors) shall be designated by the Company prior to the Effective Time, and the seventh (7th) member of the Post-Closing Board shall be an individual selected by the Company prior to the Effective Time as the Chief Executive Officer of OAC and the Successor. The OAC Directors shall each serve as Class I directors and for a term of not less than one (1) year following the Effective Time of the Merger and may not be removed duri...
Post-Closing Board of Directors. The Parties (including Intermediate Shareholder) hereby agree that, subject to the agreement of such individuals to so serve, all of the Special Committee Directors shall continue to serve as members of the board of directors of MICT after the Merger for the shorter of (i) 180 days from the Closing Date or (ii) the date that the Consideration Note is no longer outstanding.
Post-Closing Board of Directors. Upon the closing, the authorized size of the Board of Directors of the Company shall be five members and the Board shall consist of three persons elected at the most recent annual meeting of shareholders, Randeep Grewal shall be appointed xx xxx xxxx xf this agreement, and one person appointed by HVI at Closing, each of which shall be deemed to be designees of Purchaser.
Post-Closing Board of Directors. Purchaser shall take all necessary actions within its control such that, as of the Effective Time, the Purchaser’s board of directors shall consist of nine (9) directors, a majority of whom shall be deemed independent under Nasdaq and SEC rules. From and after the Effective Time, LifeSci Investments, LLC shall have the right to designate two (2) directors and the Stockholders shall have the right to designate seven (7) directors (the “Stockholder Designees”). The parties to this Agreement, the Stockholders and certain stockholders of the Purchaser shall enter into a voting agreement (the “Voting Agreement”) in substantially the form attached hereto as Exhibit D relating to election of directors of the Purchaser in accordance with the foregoing.
Post-Closing Board of Directors. The Parties shall take all necessary action so that the Post-Closing Buyer Directors are the board of directors of Buyer.
Post-Closing Board of Directors. During the Interim Period, Perception shall take (and BGHL shall take) all actions necessary or appropriate to cause the number of members of the board of the directors of Perception (effective as of the Closing) to be at least seven (7), including at least one (1) director designated by Perception or the Sponsor, one (1) independent director designated by the Parties, and one (1) additional director designated by BGHL.
Post-Closing Board of Directors. The Parties shall take all necessary action, including causing the directors of the Pubco to resign, so that effective immediately after the Closing, Pubco’s board of directors (the “Post-Closing Pubco Board”) will consist of five (5) individuals, which shall include (i) two (2) persons that are designated by SPAC prior to the Closing and approved by the Company in its reasonable judgment (the “SPAC Directors”) as independent directors, both of whom shall be an independent director able to satisfy Nasdaq’s independence requirements as well as any board and committee requirements of Nasdaq, and (ii) three (3) individuals that are designated by the Company prior to the Closing and approved by SPAC in its reasonable judgment (the “Company Directors”) and shall include one independent director who shall be an independent director able to satisfy Nasdaq’s independence requirements as well as any board and committee requirements of Nasdaq. At or prior to the Closing, Pubco will provide each SPAC Director and Company director with a customary director indemnification agreement, in form and substance reasonably acceptable to such Purchaser Director or Company Director.
Post-Closing Board of Directors. In conjunction with the transactions contemplated hereby, Xxxx'x Board of Directors shall adopt a resolution increasing the number of directors to nine, of which six directors will be elected by the holder(s) of Class B Common Shares and three directors will be elected by the holder(s) of Common Shares.
Post-Closing Board of Directors. The Parties shall take all necessary action, including causing one director of the Parent to resign, so that effective as of the Closing, the Parent’s board of directors (the “Post-Closing Parent Board”) will consist of five (5) individuals. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Purchaser Board the one (1) person that is designated by the Company prior to the Closing.
Post-Closing Board of Directors. The Parties shall take all necessary action, including causing the directors of Holdco to resign, so that effective as of the First Closing, Holdco’s board of directors (the “Post-Closing Holdco Board”) will consist of nine (9) natural Persons. The Parties shall take all necessary action to designate and appoint to the Post-Closing Holdco Board (a) one (1) Person who is designated in writing by Purchaser prior to the First Closing, who shall initially be Xxxxx xx Xxxx, and (b) eight (8) Persons who are designated in writing by the Company prior to the First Closing, at least one (1) of such Persons described in clauses (a) and (b) (collectively) whom shall be required to qualify as an independent director under Nasdaq rules.
