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 Pubco to resign, so that effective as of the Closing, Pubco’s board of directors (the “Post-Closing Pubco Board”) will consist of at least five (5) individuals and up to 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) one (1) person who is designated by SPAC prior to the Closing who shall be (x) approved by the Company, acting reasonably, and (y) shall qualify as an independent director as defined under the NYSE rules; and (ii) at least four (4) persons and up to six (6) persons that are designated by the Company prior to the Closing, one (1) of whom shall be the initial Chairperson of the Post-Closing Pubco Board; provided that such designees shall meet any applicable requirements of the NYSE. A majority of the directors of the Post-Closing Pubco Board shall qualify as independent directors as defined under the NYSE rules. The Post-Closing Pubco Board shall be divided into three (3) classes, which classes shall have staggered terms of three (3) years each, with the composition of each “class” and committee membership determined by the Company’s board of directors.

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary action, including the Pubco 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 at least five (5) individuals and up to seven (7) individuals. Immediately after the Closing, individuals and the Parties shall take all necessary action to designate and appoint to the Post-Closing Pubco Board (i) if the Purchaser Closing Cash is equal to or greater than $50,000,000, (A) two (2) persons that are designated by the Purchaser prior to the Closing (the “Purchaser Directors”), at least one (1) person who is designated by SPAC prior to the Closing who of whom shall be (x) approved by the Company, acting reasonably, and (y) shall required to qualify as an independent director as defined under the NYSE rules; Nasdaq Rule 5605(a)(2), and (iiB) at least four five (4) persons and up to six (65) persons that are designated by the Company prior to the ClosingClosing (the “Company Directors” and, one together with the Purchaser Director, the “Post-Closing Directors”), at least three (13) of whom shall be required to qualify as an independent director under Nasdaq Rule 5605(a)(2); or (ii) if the Purchaser Closing Cash is less than $50,000,000, (X) one (1) Purchaser Director, whom shall be required to qualify as an independent director under Nasdaq Rule 5605(a)(2), and (Y) six (6) Company Directors, at least three (3) of whom shall be required to qualify as an independent director under Nasdaq Rule 5605(a)(2). In addition, the Parties shall cause the initial Chairperson of the Post-Closing Pubco Board; provided that such designees shall meet any applicable requirements of the NYSE. A majority of the directors chairperson of the Post-Closing Pubco Board shall qualify as independent directors as defined under to be Xxxxx Xxxxxxx. At or prior to the NYSE rules. The Closing, Pubco will provide each Post-Closing Pubco Board shall be divided into three (3) classesDirector with a customary director indemnification agreement, which classes shall have staggered terms of three (3) years each, with the composition of each “class” in form and committee membership determined by the Company’s board of directorssubstance reasonably acceptable to such Post-Closing Director.

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 immediately after the Closing, Pubco’s board of directors (the “Post-Closing Pubco Board”) will consist of at least five (5) individuals and up to seven (7) individuals. Immediately after the Closing, the Parties which shall take all necessary action to designate and appoint to the Post-Closing Pubco Board include (i) one (1) person who that is designated by SPAC Purchaser prior to the Closing (the “Purchaser Director”) as an independent director, who shall be (x) approved by the Company, acting reasonably, and (y) shall qualify as an independent director under Nasdaq rules and shall, in accordance with the Amended Pubco Charter, be designated as defined under a class I director and shall initially serve until the NYSE rules; 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 (ii) at least four (4) persons and up to six (6) persons that are designated by the Company prior to the Closing (the “Company Directors”) of which at least two (2) shall be independent directors, and shall each qualify as an independent director under Nasdaq rules, to the effect that the board composition of Pubco will be compliant with Nasdaq rules. At or prior to the Closing, one (1) of whom shall be the initial Chairperson of the Post-Closing Pubco Board; provided that will provide each Purchaser Director and Company director with a customary director indemnification agreement, in form and substance reasonably acceptable to such designees shall meet any applicable requirements of the NYSE. A majority of the directors of the Post-Closing Pubco Board shall qualify as independent directors as defined under the NYSE rules. The Post-Closing Pubco Board shall be divided into three (3) classes, which classes shall have staggered terms of three (3) years each, with the composition of each “class” and committee membership determined by the Company’s board of directorsPurchaser Director or Company Director.