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 Xxxxxx Sub to resign, so that effective as of the Closing, Xxxxxx Sub will appoint a new board of directors pursuant to the terms of the Surviving Purchaser Subsidiary A&R Memorandum and Articles. (b) 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 between seven (7) to nine (9) individuals. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Pubco Board. If the Post-Closing Pubco Board (i) consists of seven (7) members, then (A) two (2) persons shall be designated by Purchaser prior to the Closing upon mutual agreement with the Company’s chairman and (B) five (5) persons shall be designated by the Company prior to the Closing (the “Company Director Designees”); or (ii) consists of nine (9) members, then (A) three (3) persons shall be designated by Purchaser prior to the Closing upon mutual agreement with the Company’s chairman (such directors or the directors set forth in Section (A), the “Purchaser Director Designee”) and (B) six (6) persons shall be Company Director Designees. The Purchaser and the Company acknowledge and agree that Xxxxxxx Xxxxxxxxx and Xxx Xxxxxxxxxx shall be among the initial Purchaser Director Designees. (c) The Parties shall take all action necessary, including causing the executive officers of Pubco to resign, so that Xxxxxx Xxxxxx can serve as the post-Closing Chief Executive Officer and President.

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary action, including causing the directors of Xxxxxx Sub to resign, so that effective as of the Closing, Xxxxxx Sub will appoint a new board of directors pursuant to the terms of the Surviving Purchaser Subsidiary A&R Memorandum and Articles. (b) The Parties shall take all necessary action, including causing the directors of Pubco to resign, so that effective as of immediately after the Closing, Pubco’s board of directors (the “Post-Closing Pubco Board”) will consist of between seven (7) to nine (9) individuals. Immediately after the Closing, the Parties which shall take all necessary action to designate and appoint to the Post-Closing Pubco Board. If the Post-Closing Pubco Board include (i) consists of seven (7) members, then (A) two (2) persons shall be that are designated by Purchaser prior to the Closing upon mutual agreement and approved by the Company in its reasonable judgment (the “Purchaser Directors”) as independent directors, both of whom shall qualify as independent directors under Nasdaq rules and shall initially serve a one (1) year term unless removed or resign in accordance with the Company’s chairman Amended Pubco Charter, such term effective from the Closing, and (Bii) five (5) persons shall be that are designated by the Company prior to the Closing and approved by the Purchaser in its reasonable judgment (the “Company Director DesigneesDirectors”); ) and shall include such number of independent directors to the effect that the board composition of Pubco will be compliant with Nasdaq rules. At or (ii) consists of nine (9) members, then (A) three (3) persons shall be designated by Purchaser prior to the Closing upon mutual agreement with the Company’s chairman (such directors or the directors set forth in Section (A)Closing, the “Pubco will provide each Purchaser Director Designee”) and (B) six (6) persons shall be Company Director Designees. The Purchaser director with a customary director indemnification agreement, in form and the Company acknowledge and agree that Xxxxxxx Xxxxxxxxx and Xxx Xxxxxxxxxx shall be among the initial substance reasonably acceptable to such Purchaser Director Designeesor Company Director. (cb) The Parties shall take all action necessary, including causing the executive officers of Pubco to resign, so that Xxxxxx Xxxxxx can serve the individuals serving as the post-chief executive officer and chief financial officer, respectively, of Pubco immediately after the Closing Chief Executive Officer and Presidentwill 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 lawful action, including causing the directors of Xxxxxx Sub the Purchaser to resign, so that effective as of immediately following the ClosingSecond Effective Time, Xxxxxx Sub will appoint a new board of directors pursuant to the terms of the Surviving Purchaser Subsidiary A&R Memorandum and Articles. (b) The Parties shall take all necessary action, including causing the directors of Pubco to resign, so that effective as of the Closing, PubcoPurchaser’s board of directors (the “Post-Closing Pubco Purchaser Board”) will consist of between seven six (7) to nine (96) individuals. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Pubco Board. If the Post-Closing Pubco Board (i) consists four (4) of seven (7) members, then (A) two (2) persons shall be designated by Purchaser prior to the Closing upon mutual agreement with the Company’s chairman and (B) five (5) persons shall be designated which are nominated by the Company prior to the Closing (the “Company Director DesigneesDirectors”), one of which shall be Xxxxxxxx Xxxxxxxxx Xxxxxx, who shall act as the Chairman of the board of directors and shall be a Class III director; or and (ii) consists two (2) of nine (9) members, then (A) three (3) persons shall be designated which are nominated by the Purchaser prior to the Closing upon mutual agreement with the Company’s chairman (such directors or the directors set forth in Section (A), the “Purchaser Director DesigneeDirectors”) and (B) six (6) persons ), one of which shall be Company Director Designees. The Xxxxx X. Xxxxx and the other one who shall be mutually agreed by both the Purchaser and the Company acknowledge prior to the Closing (the “Independent Director”, and agree that Xxxxxxx Xxxxxxxxx together with the Company Directors, and Xxx Xxxxxxxxxx the Purchaser Directors the “Directors” and each individually a “Director”). At least four (4) Directors shall be among qualify as independent directors under Nasdaq rules. With effect immediately following the initial Second Effective Time, the Purchaser and each Director Designeesshall enter into a customary director indemnification agreement, in form and substance reasonably acceptable to such Director and as agreed to by the Purchaser and the Company. (cb) The Parties shall take all lawful action necessary, including causing the executive officers of Pubco Xxxxxxxxx to resign, so that Xxxxxx Xxxxxx can serve the individuals serving as the post-Closing Chief Executive Officer chief executive officer and Presidentchief financial officer, respectively, of Purchaser immediately following the Second Effective Time will be the same individuals (in the same office) as that of the Company immediately prior to the First Effective Time (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 Xxxxxx Sub to resign, so that effective as of the Closing, Xxxxxx Sub will appoint a new board of directors pursuant to the terms of the Surviving Purchaser Subsidiary A&R Memorandum and Articles. (b) 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 between seven (7) to nine (9) individuals. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Pubco Board. If the Post-Closing Pubco Board individuals comprised of: (i) consists of seven (7) members, then (A) two (2) persons shall be that are designated by the Purchaser prior to the Closing upon mutual agreement with (the Company’s chairman and “Purchaser Directors”), at least one of whom meets the independence requirements of Rule 5605(c)(2)(A) of the Nasdaq rules; (Bii) five four (54) persons shall be that are designated by the Company prior to the Closing (the “Company Director DesigneesDirectors”), at least one (1) of whom meets the independence requirements of Rule 5605(c)(2)(A) of the Nasdaq rules; and (iii) one (1) person that is designated by the Company, with the consent of the Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), prior to the Closing (iithe “Mutually Agreed Director”, and together the Purchaser Directors and the Company Directors, the "Initial Directors") consists who meets the independence requirements of nine Rule 5605(c)(2)(A) of the Nasdaq rules; provided, however, that in all events the board of directors of Pubco shall comply with applicable composition requirements that may be established from time to time by Nasdaq or the SEC and that are applicable to Pubco (9e.g., audit committee financial expertise, etc.). 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) membersone class of directors, then the Class I Directors, initially serving a one (A1) year term, such term effective from the Closing (but any subsequent Class I Directors serving a three (3) persons 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 (but any subsequent Class II Directors serving a three (3) year term), and (III) a third class of directors, the Class III Directors, serving a three (3) year term, such term effective from the Closing. Two of the Company Directors shall be designated by Class III Directors and one of the Purchaser Directors shall be a Class III Director. In accordance with the Amended 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 upon mutual agreement Closing, Pubco will provide each Initial Director with the Company’s chairman (such directors or the directors set forth a customary director indemnification agreement, in Section (A), the “Purchaser Director Designee”) customary form and (B) six (6) persons shall be Company Director Designees. The Purchaser and the Company acknowledge and agree that Xxxxxxx Xxxxxxxxx and Xxx Xxxxxxxxxx shall be among the initial Purchaser Director Designeessubstance. (cb) The Company shall select the individuals who will serve as the executive officers of Pubco immediately after Closing. The Parties shall take all action necessary, including causing the executive officers of Pubco to resign, so that Xxxxxx Xxxxxx can serve the individuals serving as the post-executive officers of Pubco immediately prior to the Closing Chief Executive Officer and Presidentwill be the same individuals designated by the Company. The individuals serving as executive officers of Pubco immediately prior to the Closing will be the executive officers of Pubco immediately after the Closing.

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary action, including the Pubco causing the directors of Xxxxxx Sub to resign, so that effective as of the Closing, Xxxxxx Sub will appoint a new board of directors pursuant to the terms of the Surviving Purchaser Subsidiary A&R Memorandum and Articles. (b) 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 at and immediately after the Closing (the “Post-Closing Pubco Board”) will consist of between seven (7) to nine (9) individuals. Immediately after the Closing, individuals and the Parties shall take all necessary action to designate and appoint to the Post-Closing Pubco Board. If the Post-Closing Pubco Board (i) consists of seven (7) membersif the Purchaser Closing Cash is equal to or greater than $50,000,000, then (A) two (2) persons shall be that are designated by the Purchaser prior to the Closing upon mutual agreement with (the Company’s chairman “Purchaser Directors”), at least one (1) of whom shall be required to qualify as an independent director under Nasdaq Rule 5605(a)(2), and (B) five (5) persons shall be that are designated by the Company prior to the Closing (the “Company Director DesigneesDirectors” and, together with the Purchaser Director, the “Post-Closing Directors”), at least three (3) of whom shall be required to qualify as an independent director under Nasdaq Rule 5605(a)(2); or (ii) consists of nine if the Purchaser Closing Cash is less than $50,000,000, (9X) membersone (1) Purchaser Director, then (A) three (3) persons whom shall be designated by Purchaser prior required to the Closing upon mutual agreement with the Company’s chairman (such directors or the directors set forth in Section (Aqualify as an independent director under Nasdaq Rule 5605(a)(2), the “Purchaser Director Designee”) and (BY) six (6) persons Company Directors, at least three (3) of whom shall be Company Director Designeesrequired to qualify as an independent director under Nasdaq Rule 5605(a)(2). The Purchaser and In addition, the Company acknowledge and agree that Xxxxxxx Xxxxxxxxx and Xxx Xxxxxxxxxx Parties shall be among cause the initial Purchaser chairperson of the Post-Closing Pubco Board to be Xxxxx Xxxxxxx. At or prior to the Closing, Pubco will provide each Post-Closing Director Designeeswith a customary director indemnification agreement, in form and substance reasonably acceptable to such Post-Closing Director. (cb) The Parties shall take all action necessary, including the Purchaser causing the executive officers of Pubco Xxxxx to resignresign immediately prior to the Closing, so that Xxxxxx Xxxxxx can serve the individuals serving as the post-chief executive officer, the chief financial officer and in any other officer roles, respectively, of Pubco immediately after the Closing Chief Executive Officer and Presidentwill be the same individuals (in the same office) as those of the Company immediately prior to the Closing (unless, at its sole discretion, the Company desires to appoint another person to any 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 Immediately after the Closing, Xxxx Xxxxxx shall be appointed as the Chairman of Pubco and the Parties shall take all necessary action, including causing the directors of Xxxxxx Sub to resign, so that effective as of the Closing, Xxxxxx Sub will appoint a new board of directors pursuant to the terms of the Surviving Purchaser Subsidiary A&R Memorandum and Articles. action (b) The Parties shall take all necessary action, including causing the directors of Pubco to resign, so that effective as ) to designate and appoint to the rest of the Closing, Pubco’s board of directors (the “Post-Closing Pubco Board”) will consist of between seven (7) to nine (9) individuals. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Pubco Board. If the Post-Closing Pubco Board as follows: (i) consists of seven (7) members, then (A) two (2) persons shall be individuals designated by the Purchaser prior to the Closing upon mutual agreement with (the “Purchaser Directors”), one of whom shall be Xxxx Xxxxxx and the other of which shall qualify as an independent director under Nasdaq rules, which Purchaser Directors shall be reasonably acceptable to the Company’s chairman and , (Bii) five four (54) persons shall be individuals that are designated by the Company prior to the Closing (the “Company Director DesigneesDirectors”); or (ii) consists , one of nine (9) members, then (A) three (3) persons whom shall be designated the Chief Executive Officer of the Company and two (2) of which shall qualify as an independent director under Nasdaq rules, which Company Directors shall be reasonably acceptable to the Company, and (iii) one (1) individual that is mutually agreed upon by the Company and the Purchaser acting reasonably, and who shall qualify as an independent director under Nasdaq rules. At or prior to the Closing, Pubco will provide each director serving on the Post-Closing Pubco Board with a customary director indemnification agreement, in form and substance reasonably acceptable to such director, to be effective upon mutual agreement the Closing (or if later, such director’s appointment). Pursuant to the Amended Pubco Organizational Documents as in effect as of the Closing, the Post-Closing Pubco Board shall be a classified board with three classes of directors, with (x) one class of directors, the Company’s chairman Class A Directors, initially serving a one (1)-year term, such directors or term effective from the directors set forth in Section Closing (Abut any subsequent Class A Directors serving a three (3)-year term), (y) a second class of directors, the “Purchaser Director Designee”) Class B Directors, initially serving a two (2)-year term, such term effective from the Closing (but any subsequent Class B Directors serving a three (3)-year term), and (Bz) six a third class of directors, the Class C Directors, serving a three (6) persons 3)-year term, such term effective from the Closing (each of Xxxx Xxxxxx and Xxxxx Xxxxxxxx shall be Company Director Designees. The Purchaser and the Company acknowledge and agree that Xxxxxxx Xxxxxxxxx and Xxx Xxxxxxxxxx shall be among the initial Purchaser Director Designees. (c) The Parties shall take all action necessary, including causing the executive officers of Pubco to resign, so that Xxxxxx Xxxxxx can serve as the post-Closing Chief Executive Officer and PresidentClass C Directors).