Post-Closing Board of Directors Sample Clauses

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. (b) At or prior to the Closing, the Company will provide each OAC Director with a director service agreement and customary director indemnification agreement, each in form and substance reasonable acceptable to such OAC Director. (c) The Company hereby also agrees that for long as any OAC Directors are serving on the Post-Closing Company Board, the OAC Directors shall have the right to have a total of at least two (2) individuals selected by the OAC Directors to be present at each meeting of the Post-Closing Company Board (and each committee of the board on which an OAC Director serves), whether by physical presence or via conference call (at the election of the OAC Directors), as board observers (the “OAC Board Observers”). For the avoidance of doubt, the OAC Board Observers will not have the right to vote at such meeting and shall be ignored for purposes of determining whether there is a quorum for such meeting. The OAC Board Observers will be entitled to receive copies of any reports or other documents distributed to the Post-Closing Company Board at the time such materials are given to the Post-Closing Company Board. The OAC Board Observers will be reimbursed for any reasonable out-of-pocket travel and other expenses incurred by them in connection with attending or participating in meetings of the Post-Closing Company Board (or committees thereof). If an OAC Board Observer is not already subject to confidentiality obligations to the Company, the Company may require as a condition to attending any such meeting or receiving any confidential meeting materials that he or she agree in writing to reasonable and customary confidentiality obligations with respect to confidential infor...

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 actions that are reasonably necessary such that, from and after the Effective Time, (1) the Parent Board shall be increased to nine (9) individuals (the “Parent Board Expansion”) and (2) the individuals listed on Schedule 5.16 are elected or appointed, as applicable, to the positions of directors of Parent to serve in such positions effective as of the Effective Time until successors are duly appointed and qualified in accordance with applicable Law and Parent’s Organizational Documents. If any individual listed on Schedule 5.16 is unable or unwilling to serve as a director of Parent, the Company shall promptly, and in any event at least at least 20 Business Days prior to the Closing Date, designate a successor to such individual (which successor shall be reasonably acceptable to Parent).

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. The Parties shall take all necessary action, including causing the directors of Pubco to resign, so that effective as of the Closing, Pubco’s board of directors (the “Post-Closing Pubco Board”) will consist of seven (7) individuals. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Pubco Board (a) the two (2) persons that are designated by Purchaser prior to the Closing (the “Purchaser Directors”), at least one of whom shall qualify as an independent director under Nasdaq rules and (b) the five (5) persons that are designated by the Company prior to the Closing (the “Company Directors”), at least two (2) of whom shall be required to qualify as an independent director under Nasdaq rules. Pursuant to the Amended Pubco Charter as in effect as of the Closing, the Post-Closing Pubco Board will be a classified board with three classes of directors, with (i) one class of directors (the “Class I Directors”), initially serving a one (1) year term, such term effective from the Closing until Pubco’s 2021 annual shareholder meeting (but any subsequent Class I Directors serving a three (3) year term), (ii) a second class of directors (the “Class II Directors”), initially serving a two (2) year term, such term effective from the Closing until Pubco’s 2022 annual shareholder meeting (but any subsequent Class II Directors serving a three (3) year term), and (iii) a third class of directors (the “Class III Directors”), initially serving a three (3) year term, such term effective from the Closing until Pubco’s 2023 annual shareholder meeting. The Purchaser Directors shall consist of one (1) Class II Director and one (1) Class III Director. As of the Closing, the chairman of the Post-Closing Pubco Board shall be Xxxxx Xxxxxxx or a director designated by him. At or prior to the Closing, Pubco will provide each Purchaser Director with a customary director indemnification agreement, in form and substance reasonably acceptable to such Purchaser Director.

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 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. Effective at Closing, the authorized size of the Post-Closing Board of Directors shall be fixed at five (5) members, and the Post-Closing Board of Directors shall be comprised of Xxxxxxx Xxxxx, Xxxxxxx Xxxxxx, Xxxx Xxxx, Xxxxxxxx Xxxx and Hongbin Sun, with Xxxxxxxx Xxxx and Hongbin Sun designated as a Class II directors.