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 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 Article VII) and (iv) any amendments or waivers under Sections 11.9 and 11.10. Nothing in this Section 6.17(c) shall restrict the right or authorization of the Post-Closing Purchaser Board (including, without limitation, any directors that are executive officers of Purchaser) to act and make or provide any determinations, consents, agreements, settlements or notices on behalf of the Purchaser under this Agreement and to enforce of Purchaser’s rights and remedies under this Agreement, in each case other than with respect to the matters set forth in clauses (i), (ii) or (iii) of the preceding sentence

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 at least seven individualsa number of directors as to be agreed by the Purchaser and the Company prior to the effectiveness of the Registration Statement, which Post-Closing Pubco Board will meet Nasdaq listing requirements for a foreign private issuer (including permitted home country exceptions thereunder). Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Purchaser Pubco Board (i) the Chief Executive Officer of the Surviving Corporation, one (ii1) two persons person that are is designated by the Purchaser prior to the Closing (the “Purchaser Directors”)Closing, at least one of whom who shall qualify as an independent director under NYSE Nasdaq rules, (iiiii) one person three (3) persons that are designated by the Company prior to the Closing Closing, and (the “Company Director”)iii) such additional number of independent directors (under Nasdaq rules) that are necessary to meet Nasdaq and other legal requirements, (iv) no fewer than three with such directors being such persons and up to five persons as mutually agreed upon prior to the effectiveness of the Registration Statement by the 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 Closingacting reasonably. At or prior to the Closing, the Purchaser Pubco will provide each member of director on the Post-Closing Pubco Board with a customary director indemnification agreement, in form and substance reasonable reasonably acceptable to such director. (b) The Parties shall take all action necessary, including causing the executive officers of Purchaser Xxxxx to resign, so that the individuals serving as the chief executive officer and chief financial officer, respectively, of Purchaser Pubco 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 discretionwith the consent of Purchaser, 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 Article VII) and (iv) any amendments or waivers under Sections 11.9 and 11.10. Nothing in this Section 6.17(c) shall restrict the right or authorization of the Post-Closing Purchaser Board (including, without limitation, any directors that are executive officers of Purchaser) to act and make or provide any determinations, consents, agreements, settlements or notices on behalf of the Purchaser under this Agreement and to enforce of Purchaser’s rights and remedies under this Agreement, in each case other than with respect to the matters set forth in clauses (i), (ii) or (iii) of the preceding sentence

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 ClosingEffective Time, the Purchaser’s board of directors (the “Post-Closing Purchaser Board”) will consist of at least seven (7) individuals. Immediately after Effective as of the ClosingEffective Time, 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, four (ii4) 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 DirectorDirectors”), and (ivii) no fewer than three persons and up to five (3) persons mutually agreed upon by Purchaser and the Company prior to ClosingParties (collectively, each of whom the “Independent Directors”), which such persons shall be required to qualify as an “independent director director” (as defined under NYSE Nasdaq 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. ). (b) At or prior to the Closing, the Purchaser will provide each member of the Post-Closing Board Company Directors and the Independent Directors with a customary director indemnification agreement, in form and substance reasonable reasonably acceptable to such directorindividuals. (bc) 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). (cd) 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 board of directors of the Purchaser under this Agreement Surviving Corporation 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 Article VII) and (iv) any amendments or waivers under Sections 11.9 and 11.10. Nothing in this Section 6.17(c) shall restrict the right or authorization of the Post-Closing Purchaser Board (including, without limitation, any directors that are executive officers of Purchaser) to act the Surviving Corporation immediately after the Closing shall be the same as the board of directors and make or provide any determinations, consents, agreements, settlements or notices on behalf executive officers of the Purchaser under this Agreement and to enforce of Purchaser’s rights and remedies under this Agreement, in each case other than with respect Company immediately prior to the matters set forth in clauses (i), (ii) or (iii) of the preceding sentenceClosing.

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 immediately after the Closing, the PurchaserPubco’s board of directors (the “Post-Closing Purchaser Pubco Board”) will consist of at least seven (7) individuals. Immediately after the Closing, the Parties which shall take all necessary action to designate and appoint to the Post-Closing Purchaser Board include (i) the Chief Executive Officer of the Surviving Corporation, one (ii1) two persons person that are is designated by the Purchaser prior to the Closing (the “Purchaser DirectorsDirector”)) as an independent director, at least one of whom who shall qualify as an independent director under NYSE rulesNasdaq rules and shall, in accordance with the Amended Pubco Charter, be designated as a class I director and shall initially serve until the first annual general meeting of the Company unless such Purchaser Director is removed or resign in accordance with the Amended Pubco Charter, such term effective from the Closing, and (iiiii) one person six (6) persons that are designated by the Company prior to the Closing (the “Company DirectorDirectors”), ) of which at least two (iv2) 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 independent directors, and shall each qualify as an independent director under NYSE Nasdaq rules. Subject , to resignations provided by the Company’s directors, effect that the board composition of directors of the Surviving Corporation immediately after the Closing shall Pubco will be the same as the board of directors of the Company immediately prior to the Closingcompliant with Nasdaq rules. At or prior to the Closing, the Purchaser Pubco will provide each member of the Post-Closing Board Purchaser Director and Company director with a customary director indemnification agreement, in form and substance reasonable reasonably acceptable to such directorPurchaser Director or Company Director. (b) The Parties shall take all action necessary, including causing the executive officers of Purchaser Pubco prior to the Effective Time to resign, so that the individuals serving as the chief executive officer and officer, chief financial officer, or other executive officer (as defined in Rule 3b-7 promulgated by the SEC under the Exchange Act), respectively, of Purchaser Pubco 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 Article VII) and (iv) any amendments or waivers under Sections 11.9 and 11.10. Nothing in this Section 6.17(c) shall restrict the right or authorization of the Post-Closing Purchaser Board (including, without limitation, any directors that are executive officers of Purchaser) to act and make or provide any determinations, consents, agreements, settlements or notices on behalf of the Purchaser under this Agreement and to enforce of Purchaser’s rights and remedies under this Agreement, in each case other than with respect to the matters set forth in clauses (i), (ii) or (iii) of the preceding sentence

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, action so that effective as of the Closing, the PurchaserCompany’s board of directors (the “Post-Closing Purchaser Board”) will consist of at least seven (7) individuals. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Purchaser Board as follows: (i) the Chief Executive Officer of the Surviving Corporation, two (ii2) two persons individuals that are designated by the Purchaser SPAC prior to the Closing (the “Purchaser Directors”)Closing, at least one of whom shall qualify as an independent director under NYSE rulesNasdaq rules and under the Israeli Companies Law, (iiiii) one person three (3) individuals that are 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 at least one of whom shall be required to qualify as an independent director under NYSE rulesNasdaq rules and under the Israeli Companies Law, and (iii) two (2) individuals mutually agreed upon by SPAC and the Company prior to Closing, each of whom shall qualify as an independent director under Nasdaq rules and under the Israeli Companies Law. Subject to resignations provided by the Company’s directors, the board of directors of the Surviving Corporation Company immediately after the Closing shall be the same as the board of directors of the Company immediately prior to the Closing. The Post-Closing Board shall consist of three classes of directors serving staggered terms, as shall be more particularly set forth in the Amended Organizational Documents. At or prior to the Closing, the Purchaser will Company shall provide each member of the Post-Closing Board director with a customary director indemnification agreement, in form and substance reasonable acceptable to such directorapproved by the Company’s shareholders. (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 the Company immediately after the Closing will shall 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 Article VII) and (iv) any amendments or waivers under Sections 11.9 and 11.10. Nothing in this Section 6.17(c) shall restrict the right or authorization of the Post-Closing Purchaser Board (including, without limitation, any directors that are executive officers of Purchaser) to act and make or provide any determinations, consents, agreements, settlements or notices on behalf of the Purchaser under this Agreement and to enforce of Purchaser’s rights and remedies under this Agreement, in each case other than with respect to the matters set forth in clauses (i), (ii) or (iii) of the preceding sentence

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 (7) individuals, with the identity and allocation of such persons among the staggered tiers of the Post-Closing Purchaser Board (and the appointment of such persons to committees of the Post-Closing Purchaser Board) to be determined by the Company’s current board of directors; provided, 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 constituted in compliance with Nasdaq Rule 5605. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to members of 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 ClosingBoard. At or prior to the Closing, the Purchaser will provide each member director of the Post-Closing Board Purchaser with a customary director indemnification agreement, in form and substance reasonable reasonably acceptable to such directordirector of Purchaser. At the Closing, the 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 (the “Voting Agreement”). (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 Article VII) and (iv) any amendments or waivers under Sections 11.9 and 11.10. Nothing in this Section 6.17(c) shall restrict the right or authorization of the Post-Closing Purchaser Board (including, without limitation, any directors that are executive officers of Purchaser) to act and make or provide any determinations, consents, agreements, settlements or notices on behalf of the Purchaser under this Agreement and to enforce of Purchaser’s rights and remedies under this Agreement, in each case other than with respect to the matters set forth in clauses (i), (ii) or (iii) of the preceding sentence