Post-Closing Board of Directors and Executive Officers Sample Clauses

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary action, including causing the directors of the Purchaser to resign, so that effective as of the Closing, the Purchaser’s board of directors (the “Post-Closing Purchaser 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 Purchaser Board (i) four (4) persons that are designated by the Company prior to the Closing (the “Company Directors”), at least one (1) of whom shall be required to qualify as an independent director under Nasdaq rules, and (ii) three (3) persons that are mutually agreed on by the Company and Purchaser prior to the Closing, all of whom shall be required to qualify as an independent director under Nasdaq rules (the “Purchaser Directors”, and together with the Company Directors, the “Directors” and each individually a “Director”), who shall be required to qualify as an independent director under Nasdaq rules. At or prior to the Closing, the Purchaser will provide each Director with a customary director indemnification agreement, in form and substance reasonably acceptable to such Director. (b) The Parties shall take all action necessary, including causing the executive officers of Purchaser to resign, so that the individuals serving as the chief executive officer and chief financial officer, respectively, of Purchaser immediately after the Closing will be the same individuals (in the same office) as that of the Company immediately prior to the Closing (unless, at its sole discretion, the Company desires to appoint another qualified person to either such role, in which case, such other person identified by the Company shall serve in such role).

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary action, including causing the directors of the Purchaser and the Transaction Surviving Corporation to resign, so that effective at the Closing the Purchaser’s board of directors (the “Post-Closing Purchaser Board”) will consist of twelve (12) individuals. At the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Purchaser Board the ten (10) directors of the Company immediately prior to the Transaction Effective Time and the two (2) persons that are either designated by the Purchaser prior to the Transaction Effective Time or by the INXB Representative after the Transaction Effective Time (the “INXB Directors”). Pursuant to the Purchaser Charter as in effect at the Transaction Effective Time, the Post-Closing Purchaser Board shall be a classified board with two classes of directors, with one class of directors, the Class A Directors, initially serving a one (1) year term, such term effective from the Closing (but any subsequent Class A Directors serving two (2) year terms) and the other class of directors, the Class B Directors, serving a two (2) year term, such term effective from the Closing. The INXB Directors shall be included in Class B Directors. In accordance with the Purchaser Charter as in effect at the Transaction Time, no director on the Post-Closing Purchaser Board may be removed without cause. The Parties will work together to assure that a majority of the directors designated for the Post-Closing Purchaser Board qualify as an independent director under the SEC and NASDAQ rules. The Parties also agree to jointly work together during the Interim Period to identify a prestigious industry thought leader to serve as an independent director for the Purchaser from and after the Closing (initially as a Class B Director), and the Company agrees to appoint such individual to its board of directors prior to the Closing. The Parties hereto agree that the board of directors of the Transaction Surviving Corporation following the Closing will be identical to that of the Post-Closing Purchaser Board. (b) The Parties shall take all action necessary, including causing the executive officers of the Purchaser and the Transaction Surviving Corporation to resign, so that the individuals serving as executive officers of the Purchaser and the Transaction Surviving Corporation immediately after the Closing will be the same individuals (in the same offices) as those of the Company i...

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary action, including causing the directors of the Purchaser to resign, so that as of the Effective Time (and giving effect to the effectiveness of the Amended Purchaser Certificate of Incorporation), the Purchaser’s board of directors (the “Post-Closing Purchaser Board”) will consist of six (6) individuals, comprised of (i) two (2) Preferred Board Members designated by the holder of the majority of Series B Preferred Stock, and (ii) four (4) directors designated by the Purchaser, at least three (3) of whom shall qualify as an independent director under the Securities Act and the listing standards of Nasdaq, one of whom shall be Xxxxxx Xxxxxx and the other of whom shall qualify as an independent director under the Securities Act and the listing standards of Nasdaq, in each case subject to each individual’s ability and willingness to serve and who shall serve until such individual’s successor is duly elected or appointed and qualified in accordance with applicable Law. The Parties will use commercially reasonable efforts to identify the designees not named herein in advance of and for inclusion in the Proxy Statement. In the event any designee becomes unable or unwilling to serve prior to the Effective Time on the Post-Closing Purchaser Board in the role identified, a replacement for such designee shall be determined prior to the Effective Time in accordance with the principles set forth in this Section 5.19. The Purchaser will enter into customary indemnification agreements with such designees in form and substance reasonably acceptable to them. The Parties contemplate that from and after the Effective Time, the Post-Closing Purchaser Board will constitute and appoint an advisory board composed of six (6) members as a consultative body to advise the Post-Closing Purchaser Board.

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary action, including causing the directors of the 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 (i) the two (2) persons that are designated by Purchaser prior to the Closing (the “Purchaser Directors”), at least one (1) of whom shall be required to qualify as an independent director under Nasdaq rules, (ii) the four (4) 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; and (iii) the one (1) person that is mutually agreed upon and designated by Purchaser and the Company prior to the Closing (the “Independent Director”) who 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 two classes of directors, with (I) one class of directors, consisting of two Company Directors designated by the Company and the Independent Director (collectively, the “Class I Directors”), initially serving a one (1) year term, such term effective from the Closing (and any subsequent Class I Directors serving a two (2) year term), and (II) a second class of directors, consisting of two Company Directors designated by the Company and the Purchaser Directors (collectively, the “Class II Directors”), initially serving a two (2) year term, such term effective from the Closing (and any subsequent Class II Directors serving a two (2) year term). In accordance with the Pubco Charter as in effect at the Closing, no director on the Post-Closing Pubco Board may be removed without cause. At or prior to the Closing, Pubco will provide each Purchaser Director, Company Director and the Independent Director with a customary director indemnification agreement, in form and substance reasonably acceptable to such Purchaser Director, Company Director or Independent Director. (b) The Parties shall take all action necessary, including causing the executive officers of Pubco to resign, so that the individuals serving as the chief executive officer and chief financial officer, respectively, of Pubco immediately after the Closing will be the same...

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary action, including causing the directors of the Purchaser to resign, so that effective as of the Closing, the Purchaser’s board of directors (the “Post-Closing Purchaser Board”) will consist of at least seven individuals. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Purchaser Board (i) the Chief Executive Officer of the Surviving Corporation, (ii) two persons that are designated by the Purchaser prior to the Closing (the “Purchaser Directors”), at least one of whom shall qualify as an independent director under NYSE rules, (iii) one person designated by the Company prior to the Closing (the “Company Director”), (iv) no fewer than three persons and up to five persons mutually agreed upon by Purchaser and the Company prior to Closing, each of whom shall be required to qualify as an independent director under NYSE rules. Subject to resignations provided by the Company’s directors, the board of directors of the Surviving Corporation immediately after the Closing shall be the same as the board of directors of the Company immediately prior to the Closing. At or prior to the Closing, the Purchaser will provide each member of the Post-Closing Board with a customary director indemnification agreement, in form and substance reasonable acceptable to such director. (b) The Parties shall take all action necessary, including causing the executive officers of Purchaser to resign, so that the individuals serving as the chief executive officer and chief financial officer, respectively, of Purchaser immediately after the Closing will be the same individuals (in the same office) as that of the Company immediately prior to the Closing (unless, at its sole discretion, the Company desires to appoint another qualified person to either such role, in which case, such other person identified by the Company shall serve in such role). (c) The Parties hereby acknowledge and agree that after the Closing, the Disinterested Director Majority is authorized and shall have the sole right to act and make or provide any determinations, consents, agreements, settlements or notices on behalf of the Purchaser under this Agreement and to enforce the Purchaser’s rights and remedies under this Agreement, in each case with respect to (i) any Merger Consideration adjustments under Section 1.14, (ii) Fraud Claims against the Company Stockholder, (iii) any indemnification claims under Arti...

Post-Closing Board of Directors and Executive Officers. (a) The Purchaser shall take all necessary or appropriate action, including causing the directors of the Purchaser to resign, as applicable, so that effective as of the Closing, the Purchaser’s board of directors (the “Post-Closing Purchaser Board”) will consist of seven (7) individuals, which shall be divided into three (3) classes, with the first class consisting of two (2) directors with an initial term that expires in 2022 (the “2022 Class”), the second class consisting of three (3) directors with an initial term that expires in 2023 (the “2023 Class”), and the third class consisting of two (2) directors with an initial term that expires in 2024 (the “2024 Class”), and with the members of each such class determined as set forth in the Amended Purchaser Charter. (b) If any of the director designees is unwilling or unable (whether due to death, disability, termination of service or otherwise) to serve as a director, then, prior to the mailing of the Proxy Statement, the Party or Parties originally designating such director may (subject to the reasonable approval of the other Party) replace such individual with another individual to serve as such director. (c) The Seller Parent’s right to designate individuals to the Post-Closing Purchaser Board shall continue for so long as the Seller and the Seller Parent own in the aggregate 10.0% or more of the issued and outstanding shares of Purchaser Common Stock, subject to the applicable provisions of the Amended Purchaser Charter. (d) The Purchaser shall take all action necessary, including causing the executive officers of Purchaser to resign, as applicable, so that the individuals serving as the chief executive officer and the chief financial officer of Purchaser immediately after the Closing will be Sxxxxx Xxxxxxxx and Cxxxx Xxxxxxx, respectively.

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary action, including causing the directors of Parent to resign, so that effective as of the Closing, the Surviving Pubco’s board of directors (the “Post-Closing Surviving Pubco Board”) will consist of the following nine (9) individuals unless replaced in accordance with this Section: Xxxxxx Xxxxxx;

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary action, including causing the directors of the Purchaser to resign, so that effective as of the Closing, the Purchaser’s board of directors (the “Post-Closing Purchaser Board”) will consist of the individuals set forth on Schedule 5.14(a). At or prior to the Closing, the Purchaser will provide each member of the Post-Closing Purchaser Board with a customary director indemnification agreement, in form and substance reasonably acceptable to such director, to be effective upon the Closing (or if later, upon such director’s appointment). (b) The Parties shall take all action necessary, including causing the executive officers of Purchaser to resign, so that the individuals serving as the chief executive officer and chief financial officer, respectively, of Purchaser immediately after the Closing will be the same individuals (in the same office) as that of the Company immediately prior to the Closing (unless, at its sole discretion, the Company desires to appoint another qualified person to either such role, in which case, such other person identified by the Company shall serve in such role).

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary action, including causing the directors and officers of GameIQ to resign and appointing directors of RDE so that, effective as of the Closing, GameIQ’s board of directors after the Closing (the “Post-Closing RDE Board”) will consist of the directors of RDE. (b) The Parties shall take all action necessary, including causing the executive officers of GameIQ to resign and appointing officers of RDE, so that the individual serving as the President and Chief Executive Officer of RDE immediately after the Closing will be the same individual (in the same office) as that of RDE immediately prior to the Closing.

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary action, including causing the directors and officers of Mxxxx to resign, so that effective as of the Closing, Mxxxx’s board of directors (the “Post-Closing Myson Board”) will consist of one or more individuals, including Rxxxx Xxxx and any other person he designates. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Myson Board such persons as will be designated by Mag Mile Capital prior to the Closing. On the Closing, the Parties shall take all necessary action to designate and appoint Rxxxx Xxxx as President, Chief Executive Officer and Chairman of the Board of Directors of Myson and a potential designee of Rxxxx Xxxx as a member of Mxxxx’s board of directors. The board of directors of the Surviving Corporation immediately after the Closing shall be the same as the board of directors of Mag Mile Capital immediately prior to the Closing. (b) The Parties shall take all action necessary, including causing the executive officers of Mxxxx to resign, so that the individual serving as the chief executive officer of Mxxxx immediately after the Closing will be the same individual (in the same office) as that of Mag Mile Capital immediately prior to the Closing.