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 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.

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 Closing, the PurchaserPubco’s board of directors (the “Post-Closing Purchaser Pubco Board”) will consist of seven five (75) individuals. Immediately after individuals consisting of the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Purchaser Board following: (i) four one (41) person that is designated by Purchaser prior to the Closing (the “Purchaser Director”), whom shall qualify as an independent director under Nasdaq rules, (ii) three (3) 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, rules and (iiiii) three one (31) persons person that are is mutually agreed on upon and designated by Purchaser and the Company and Purchaser prior to the Closing, all of whom shall be required to qualify as an independent director under Nasdaq rules Closing (the “Purchaser Directors”, and together with the Company Directors, the “Directors” and each individually a “Independent Director”), who ) whom shall be required to qualify as an independent director under Nasdaq rules. At or prior to the Closing, the Purchaser Pubco will provide each Purchaser Director and the Company Director with a customary director indemnification agreement, in form and substance reasonably acceptable to such Purchaser Director or the Company Director.

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 Closing, the PurchaserPubco’s board of directors (the “Post-Closing Purchaser 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 Purchaser Pubco Board (i) four one (41) persons person who is designated by the SPAC prior to the Closing; (ii) one (1) person that are is designated by the Company prior to the Closing from among three (3) qualified director candidates recommended by SPAC to the “Company Directors”)prior to the Closing, at least one (1) of whom who shall be required to qualify as an independent director under Nasdaq rules, and (iiiii) three five (35) persons that are mutually agreed on designated by the Company and Purchaser prior to the Closing, all at least three (3) 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 Pubco will provide each Director director on the Post-Closing Pubco Board with a customary director indemnification agreement, in form and substance reasonably acceptable to such Directordirector.