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. 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. 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. (a) The parties shall take all necessary action, including causing the directors of the Company to resign, so that effective at the Closing the Company’s board of directors (the “Post-Closing Company Board”) will consist of seven (7) individuals, a majority of which shall be independent directors in accordance with Nasdaq requirements, and two (2) of which independent directors shall be the persons designated by OAC prior to the Effective Time (the “OAC Directors”). The OAC Directors shall be appointed to the class of directors that was elected at the last meeting of Company stockholders to vote for directors (or, if applicable, was elected by written consent), such that the OAC Directors shall each serve for a term as long as any other director on the Post-Closing Company Board.
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. Company 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 New 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 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.
Post-Closing Board of Directors. The Parties shall take all necessary action, including causing the directors of Pubco to resign, so that, effective as of the First Closing, Pubco’s board of directors will consist of three (3) directors identified by the Purchaser Representative. The Parties shall take all necessary action, including causing the directors of Pubco to resign, so that effective as of the Second Closing, Pubco’s board of directors (the “Post-Closing Pubco Board”) will consist of eight (8) natural Persons. The Parties shall take all necessary action to designate and appoint to the Post-Closing Pubco Board (a) the three (3) Persons that are designated in writing by Purchaser prior to the First Closing (the “Purchaser Directors”), at least two (2) of whom shall qualify as independent directors under NYSE rules, (b) the three (3) Persons that are designated in writing by the Company prior to the First Closing, at least one (1) of whom shall be required to qualify as an independent director under NYSE rules and (c) the two (2) Persons that shall be mutually agreed in writing between the Purchaser and the Company prior to the First Closing whom shall qualify as an independent director under NYSE rules, provided that the Parties shall ensure that the composition of the Post-Closing Board satisfies the applicable requirement for Pubco to qualify as a “foreign private issuer” (as defined in the Securities Act). Purchaser Representative shall be entitled to remove any Purchaser Director prior to the lock-up period applicable to Purchaser Representative under the Lock-Up Agreement. In the event that any of the Purchaser Directors is removed, resigns, retires or otherwise ceases to be a director prior to the later of (x) the expiration of the lock-up period applicable to the Purchaser Representative pursuant to the Lock-Up Agreement or (y) the date that the Pubco shares are permitted to be resold as a result of the effectiveness of a registration statement (or statements), sufficient to permit the resale of the Pubco shares issued to Purchaser Representative in connection with the Transactions, the Purchaser Representative shall have the right to nominate and appoint a replacement Purchaser Director.
Post-Closing Board of Directors. Immediately after the Closing, Parent’s board of directors will consist of seven directors, including those individuals listed or described on Schedule 2.4 (the “Post-Closing Board of Directors”). At least a majority of the Post-Closing Board of Directors shall qualify as independent directors under the Securities Act and the rules of any applicable Trading Market.
