Common use of Post-Closing Board of Directors and Executive Officers Clause in Contracts

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 Purchaser and the Transaction Surviving Corporation to resign, so that as of effective at the Effective Time (and giving effect to the effectiveness of the Amended Purchaser Certificate of Incorporation), Closing the Purchaser’s board of directors (the “Post-Closing Purchaser Board”) will consist of six twelve (612) individuals. At the Closing, comprised of (i) two (2) Preferred Board Members designated by the holder of the majority of Series B Preferred Stock, Parties shall take all necessary action to designate 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 appoint 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 ten (10) directors of the Company immediately prior to the Transaction Effective Time in accordance with and the principles set forth in this Section 5.19. The two (2) persons that are either designated by the Purchaser will enter into customary indemnification agreements with such designees in form and substance reasonably acceptable prior to them. The Parties contemplate that from and 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 constitute 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 appoint 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 advisory board composed of six independent director for the Purchaser from and after the Closing (6) members initially as a consultative body Class B Director), and the Company agrees to advise 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.

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary action, including causing the directors of the Purchaser Pubco to resign, so that effective as of the Effective Time (and giving effect to the effectiveness of the Amended Purchaser Certificate of Incorporation)Closing, the PurchaserPubco’s board of directors (the “Post-Closing Purchaser Pubco Board”) will consist of six seven (67) individuals. Immediately after the Closing, comprised of the Parties shall take all necessary action to designate and appoint to the Post-Closing Pubco Board (i) the two (2) Preferred Board Members persons that are designated by Purchaser prior to the holder of Closing (the majority of Series B Preferred Stock, and (ii) four (4) directors designated by the Purchaser“Purchaser Directors”), at least three one (31) of whom shall be required to qualify as an independent director under Nasdaq rules, (ii) the Securities Act and four (4) persons that are designated by the listing standards of NasdaqCompany prior to the Closing (the “Company Directors”), one at least two (2) of whom shall be Xxxxxx Xxxxxx and the other of whom shall required to qualify as an independent director under Nasdaq rules; and (iii) the Securities Act one (1) person that is mutually agreed upon and designated by Purchaser 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 Company prior to the Effective Time 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 Purchaser Pubco Board in the role identified, a replacement for such designee shall may be determined removed without cause. At or prior to the Effective Time in accordance Closing, Pubco will provide each Purchaser Director, Company Director and the Independent Director with the principles set forth in this Section 5.19. The Purchaser will enter into a customary director indemnification agreements with such designees agreement, in form and substance reasonably acceptable to them. The Parties contemplate that from and after the Effective Timesuch Purchaser Director, 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 BoardCompany Director or Independent Director.

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 Effective Time (and giving effect to the effectiveness of the Amended Purchaser Certificate of Incorporation)Closing, the Purchaser’s board of directors (the “Post-Closing Purchaser Board”) will consist of six seven (67) individuals. Immediately after the Closing, comprised of the Parties shall take all necessary action to designate and appoint to the Post-Closing Purchaser Board (i) the two (2) Preferred Board Members persons that are designated by the holder of Purchaser prior to the majority of Series B Preferred Stock, and Closing (iithe “Purchaser Directors”) four (4) directors designated by the Purchaser, at least three (3) one of whom shall qualify as an independent director under Nasdaq rules, (ii) the Securities Act and three (3) persons that are designated by the listing standards of NasdaqCompany prior to the Closing (the “Company Directors”), at least one (1) of whom shall be Xxxxxx Xxxxxx and the other of whom shall required to qualify as an independent director under Nasdaq rules; and (iii) two (2) persons who are mutually agreed upon by the Securities Act Purchaser 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 Company prior to the Effective Time on Closing (the Post-Closing Purchaser Board in the role identified, a replacement for such designee “Mutual Directors”) both of whom shall be determined prior qualify as independent directors under Nasdaq rules. Pursuant to the Effective Time Amended Charter as in accordance with effect as of 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 TimeClosing, the Post-Closing Purchaser Board will constitute 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 (but any subsequent Class I Directors serving a three (3) year term) and appoint an advisory board composed with such class consisting of six the two Mutual Directors, (6II) members a second class of directors, the Class II Directors, initially serving a two (2) year term, such term effective from the Closing (but any subsequent Class II Directors serving a three (3) year term), and with such class consisting of one independent Purchaser Director and one independent Company Director and (III) a third class of directors, the Class III Directors, serving a three (3) year term, such term effective from the Closing, and with such class consisting of the remaining two Company Directors and the remaining one Purchaser Director. In accordance with the Amended Charter as a consultative body to advise in effect at the Closing, no director on the Post-Closing Purchaser BoardBoard may be removed without cause. Subject to resignations provided by the Company’s directors, the board of directors of the Surviving Company 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 Company will provide each Purchaser Director with a customary director indemnification agreement, in form and substance reasonable acceptable to such Purchaser Director.

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 seven (67) individuals, comprised of (i) two five (2) Preferred Board Members designated by the holder of the majority of Series B Preferred Stock, and (ii) four (45) directors designated by the PurchaserCompany, at least three (3) of whom shall qualify as an independent director under the Securities Act and the listing standards of Nasdaq, and (ii) two (1) directors designated by the Purchaser, 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 5.195.16. 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 seven (67) 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 Purchaser Pubco to resign, so that effective as of the Effective Time (and giving effect to the effectiveness of the Amended Purchaser Certificate of Incorporation)Closing, the PurchaserPubco’s board of directors (the “Post-Closing Purchaser Pubco Board”) will consist of six seven (67) individuals. Immediately after the Closing, comprised of the Parties shall take all necessary action to designate and appoint to the Post-Closing Pubco Board (i) two one (21) Preferred Board Members person designated by the holder of Purchaser prior to the majority of Series B Preferred StockClosing (the “Purchaser Directors”), and which individual (ii) four (4) directors or such successor designated by the Purchaser, at least three (3Purchaser in its sole discretion) of whom shall qualify as an independent director under NYSE rules, (ii) three (3) persons that are designated by the Securities Act and Company prior to the listing standards of NasdaqClosing (the “Company Directors”), at least one (1) of whom shall be Xxxxxx Xxxxxx and the other of whom shall required to qualify as an independent director under NYSE rules, and (iii) three (3) persons mutually agreed upon by each of the Securities Act Company and the listing standards Purchaser, which approval shall not be unreasonably denied or delayed, all of Nasdaqwhom shall be required to qualify as independent directors under NYSE rules. Subject to resignations provided by the Company’s directors, in each case subject to each individual’s ability and willingness to serve and who the board of directors of the Company Surviving Subsidiary immediately after the Closing 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 be the designees not named herein in advance same as the board of and for inclusion in directors of the Proxy Statement. In the event any designee becomes unable or unwilling to serve Company immediately prior to the Effective Time on the Post-Closing Purchaser Board in the role identified, a replacement for such designee shall be determined Closing. At or prior to the Effective Time in accordance with Closing, the principles set forth in this Section 5.19. The Purchaser will enter into provide each Purchaser Director with a customary director indemnification agreements with such designees agreement, in form and substance reasonably acceptable to themsuch Purchaser Director. The Parties contemplate that As long as the Purchaser has the right to designate the Purchaser Director, Purchaser shall also be permitted to designate one (1) individual (the “Observer”) in writing from and after the Effective Time, time to time to attend all meetings of the Post-Closing Purchaser Pubco Board will constitute and appoint an advisory board composed of six (6) members any committee thereof as a consultative body non-voting observer, and such individual shall be provided notice of all Post-Closing Pubco Board meetings at the same time and in the same manner as notice to advise the directors. The Observer shall be entitled to concurrent receipt of any materials provided to the Post-Closing Purchaser BoardPubco Board or any committee thereof, subject to restrictions under applicable Laws or obligations of confidentiality.

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary action, including the Purchaser causing the directors of the Purchaser to resign, so that effective as of the Effective Time (and giving effect to the effectiveness of the Amended Purchaser Certificate of Incorporation)Closing, the Purchaser’s board of directors (the “Post-Closing Purchaser Board”) will consist of six seven individuals (6) individualsappointed in accordance and such that, comprised of (i) two (2) Preferred Board Members designated by the holder as of the majority of Series B Preferred StockClosing, 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 comply with Nasdaq rules) to be determined by the Company and which such Post-Closing Purchaser Board shall consist of three classes of directors that are as evenly sized as possible. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Purchaser Board (i) the one (1) Person that is designated by the Purchaser prior to the Effective Time Closing, which Person shall be subject to the Company’s consent (such consent not to be unreasonably withheld, delayed or conditioned) and which shall serve in accordance the class to be elected at the next annual meeting, (ii) the chief executive officer of the Purchaser after the Closing and (iii) the remaining Persons, all of whom will be designated by the Company prior to the Closing. At or prior to the Closing, the Company, if requested, and the Purchaser shall provide each initial director with the principles set forth in this Section 5.19. The Purchaser will enter into a customary director indemnification agreements with such designees agreement, in form and substance reasonably acceptable to them. The Parties contemplate that from and after the Effective Timesuch director, the Post-Closing Purchaser Board will constitute Company and appoint an advisory board composed of six (6) members as a consultative body to advise the Post-Closing Purchaser BoardPurchaser.

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 Effective Time (and giving effect to the effectiveness of the Amended Purchaser Certificate of Incorporation)Closing, the Purchaser’s board of directors (the “Post-Closing Purchaser Board”) will consist of six seven (67) individuals, comprised with the identity and allocation of (i) two (2) Preferred Board Members designated by such persons among the holder staggered tiers 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 (and the role identifiedappointment of such persons to committees of the Post-Closing Purchaser Board) to be determined by the Company’s current board of directors; provided, a replacement for such designee however, that the Sponsor shall have, subject to the Company’s approval (which approval shall not be unreasonably withheld), the right to appoint one member of the Post-Closing Purchaser Board; provided, further, that the Post-Closing Purchaser Board shall be determined constituted in compliance with Nasdaq Rule 5605. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint members of the Post-Closing Purchaser Board. At or prior to the Effective Time in accordance with Closing, the principles set forth in this Section 5.19. The Purchaser will enter into provide each director of Purchaser with a customary director indemnification agreements with such designees agreement, in form and substance reasonably acceptable to themsuch director of Purchaser. The Parties contemplate that from and after At the Effective TimeClosing, the Post-Closing Purchaser and the Company Stockholders will enter into a voting agreement in the form attached hereto as Exhibit G hereto relating to the Sponsor’s right to have a nominee on the Board will constitute and appoint an advisory board composed of six (6) members as a consultative body to advise the Post-Closing Purchaser Board“Voting Agreement”).

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 Effective Time (and giving effect to the effectiveness of the Amended Purchaser Certificate of Incorporation)Closing, the Purchaser’s board of directors (the “Post-Closing Purchaser Board”) will consist of six five (65) individuals. Immediately after the Closing, comprised of (i) two (2) Preferred Board Members designated by the holder of the majority of Series B Preferred Stock, Parties shall take all necessary action to designate 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 appoint 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 Board, one (1) Independent Director that is designated by the role identified, a replacement for such designee shall be determined Purchaser prior to the Effective Time in accordance with Closing (the principles set forth in this Section 5.19“Purchaser Director”), one (1) Independent Director that is designated by the Purchaser Representative (the “Purchaser Representative Director”) and three (3) directors 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. The At or prior to the Closing, the Purchaser will enter into provide each director of Purchaser with a customary director indemnification agreements with such designees agreement, in form and substance reasonably acceptable to themsuch director of Purchaser. On and after the Closing, the Surviving Company will provide each director and officer of the Surviving Company with a customary director indemnification agreement, in form and substance reasonably acceptable to such director and officer of the Surviving Company, and with a D&O insurance policy covering the Surviving Company’s directors and officers. The Parties contemplate Surviving Company shall obtain and fully pay the premium for this new D&O insurance policy effective from the Closing with a D&O “tail” insurance option that provides coverage for up to a six (6)-year period from and after the Effective TimeD&O insurance policy expires or the director or officer is no longer with the Surviving Company for events occurring prior to the expiration or the director or officer leaving. The Surviving Company shall maintain the D&O insurance with the D&O tail insurance option in full force and effect, and continue to honor the Post-Closing Purchaser Board will constitute obligations thereunder, and appoint an advisory board composed of six (6) members as a consultative body the Surviving Company shall timely pay or caused to advise be paid all premiums with respect to the Post-Closing Purchaser BoardD&O insurance policy and the D&O tail insurance when necessary.