Common use of Post-Closing Board of Directors Clause in Contracts

Post-Closing Board of Directors. (a) The Parties shall take all necessary action, including causing the directors of OAC to resign, so that effective at the Closing, the entire board of directors of the Successor (the “Post-Closing Board”) will consist of seven (7) individuals, a majority of which shall be independent directors in accordance with Nasdaq requirements (or if applicable, the requirements of another Acceptable Securities Exchange on which OAC Shares are listed or intended to be listed). The directors shall be classified, with respect to the time for which they shall hold their respective offices, by dividing them into three classes, to be known as “Class I,” “Class II” and “Class III.” Each director shall hold office for a three-year term or until the next annual meeting of stockholders at which his or her successor is elected and qualified (provided, that the first annual meeting of stockholders will not be held prior to the one year anniversary of the Effective Time). At each annual meeting of stockholders, successors to the directors of the class whose term of office expires at such annual meeting shall be elected to hold office until the third succeeding annual meeting of stockholders, so that the term of office of only one class of directors shall expire at each annual meeting. The number of directors in each class, which shall be such that as near as possible to one-third and at least one-fourth (or such other fraction as required by the Nevada Revised Statutes) in number are elected at each annual meeting, shall be established from time to time by resolution of the board of directors and shall be increased or decreased by resolution of the board of directors, as may be appropriate whenever the total number of directors is increased or decreased. Two (2) of the seven (7) members of the Post-Closing Board shall be individuals (at least one of whom shall be an independent director) designated by OAC prior to the Effective Time (the “OAC Directors”). Four (4) of the members of the Post-Closing Board (at least three (3) of whom shall be independent directors) shall be designated by the Company prior to the Effective Time, and the seventh (7th) member of the Post-Closing Board shall be an individual selected by the Company prior to the Effective Time as the Chief Executive Officer of OAC and the Successor. The OAC Directors shall each serve as Class I directors and for a term of not less than one (1) year following the Effective Time of the Merger and may not be removed during such one (1) year period without the prior written consent of the OAC Representative. In the event of a resignation or death of an OAC Director during such one (1) year period, the OAC Representative may appoint a replacement OAC Director. The currently proposed Post-Closing Board, including initial OAC Directors and the initial directors selected by the Company to serve on the Post-Closing Board, are set forth on Schedule 5.14(a) hereto. (b) The board of directors of the Company immediately after the Closing shall be the same as the Post-Closing Board. (c) At or prior to the Closing, OAC will provide each member of the Post-Closing Board with a director service agreement and customary director indemnification agreement, each in form and substance reasonably acceptable to such director.

Post-Closing Board of Directors. (a) The Parties parties shall take all necessary action, including causing the directors of OAC the Company to resign, so that effective at the Closing, Closing the entire Company’s board of directors of the Successor (the “Post-Closing Company Board”) will consist of seven (7) individuals, a majority of which shall be independent directors in accordance with Nasdaq requirements (or if applicablerequirements, the requirements of another Acceptable Securities Exchange on which OAC Shares are listed or intended to be listed). The directors shall be classified, with respect to the time for which they shall hold their respective offices, by dividing them into three classes, to be known as “Class I,” “Class II” and “Class III.” Each director shall hold office for a three-year term or until the next annual meeting of stockholders at which his or her successor is elected and qualified (provided, that the first annual meeting of stockholders will not be held prior to the one year anniversary of the Effective Time). At each annual meeting of stockholders, successors to the directors of the class whose term of office expires at such annual meeting shall be elected to hold office until the third succeeding annual meeting of stockholders, so that the term of office of only one class of directors shall expire at each annual meeting. The number of directors in each class, which shall be such that as near as possible to one-third and at least one-fourth (or such other fraction as required by the Nevada Revised Statutes) in number are elected at each annual meeting, shall be established from time to time by resolution of the board of directors and shall be increased or decreased by resolution of the board of directors, as may be appropriate whenever the total number of directors is increased or decreased. Two two (2) of the seven (7) members of the Post-Closing Board which independent directors shall be individuals (at least one of whom shall be an independent director) the persons designated by OAC prior to the Effective Time (the “OAC Directors”). Four (4) of the members of the Post-Closing Board (at least three (3) of whom The OAC Directors shall be independent directors) shall be designated by the Company prior appointed to the Effective Timeclass of directors that was elected at the last meeting of Company stockholders to vote for directors (or, and if applicable, was elected by written consent), such that the seventh (7th) member of the Post-Closing Board shall be an individual selected by the Company prior to the Effective Time as the Chief Executive Officer of OAC and the Successor. The OAC Directors shall each serve as Class I directors and for a term of not less than one (1) year following the Effective Time of the Merger and may not be removed during such one (1) year period without the prior written consent of the OAC Representative. In the event of a resignation or death of an OAC Director during such one (1) year period, the OAC Representative may appoint a replacement OAC Director. The currently proposed Post-Closing Board, including initial OAC Directors and the initial directors selected by the Company to serve as long as any other director on the Post-Closing Company Board, are set forth on Schedule 5.14(a) hereto. (b) The board of directors of the Company immediately after the Closing shall be the same as the Post-Closing Board. (c) At or prior to the Closing, OAC the Company will provide each member of the Post-Closing Board OAC Director with a director service agreement and customary director indemnification agreement, each in form and substance reasonably reasonable acceptable to such directorOAC Director. (c) The Company hereby also agrees that for long as any OAC Directors are serving on the Post-Closing Company Board, the OAC Directors shall have the right to have a total of at least two (2) individuals selected by the OAC Directors to be present at each meeting of the Post-Closing Company Board (and each committee of the board on which an OAC Director serves), whether by physical presence or via conference call (at the election of the OAC Directors), as board observers (the “OAC Board Observers”). For the avoidance of doubt, the OAC Board Observers will not have the right to vote at such meeting and shall be ignored for purposes of determining whether there is a quorum for such meeting. The OAC Board Observers will be entitled to receive copies of any reports or other documents distributed to the Post-Closing Company Board at the time such materials are given to the Post-Closing Company Board. The OAC Board Observers will be reimbursed for any reasonable out-of-pocket travel and other expenses incurred by them in connection with attending or participating in meetings of the Post-Closing Company Board (or committees thereof). If an OAC Board Observer is not already subject to confidentiality obligations to the Company, the Company may require as a condition to attending any such meeting or receiving any confidential meeting materials that he or she agree in writing to reasonable and customary confidentiality obligations with respect to confidential information received by such OAC Board Observer in connection with such meetings.

Post-Closing Board of Directors. (a) The Parties shall take all necessary action, including causing the directors of OAC Pubco to resign, so that, effective as of the First Closing, Pubco’s board of directors will consist of three (3) directors identified by the Purchaser Representative. The Parties shall take all necessary action, including causing the directors of Pubco to resign, so that effective at as of the Second Closing, the entire Pubco’s board of directors of the Successor (the “Post-Closing Pubco Board”) will consist of seven eight (7) individuals, a majority of which shall be independent directors in accordance with Nasdaq requirements (or if applicable, the requirements of another Acceptable Securities Exchange on which OAC Shares are listed or intended to be listed)8) natural Persons. The directors Parties shall be classified, with respect take all necessary action to designate and appoint to the time for which they shall hold their respective offices, Post-Closing Pubco Board (a) the three (3) Persons that are designated in writing by dividing them into three classes, to be known as “Class I,” “Class II” and “Class III.” Each director shall hold office for a three-year term or until the next annual meeting of stockholders at which his or her successor is elected and qualified (provided, that the first annual meeting of stockholders will not be held Purchaser prior to the one year anniversary of First Closing (the Effective Time“Purchaser Directors”). At each annual meeting of stockholders, successors to the directors of the class whose term of office expires at such annual meeting shall be elected to hold office until the third succeeding annual meeting of stockholders, so that the term of office of only one class of directors shall expire at each annual meeting. The number of directors in each class, which shall be such that as near as possible to one-third and at least one-fourth (or such other fraction as required by the Nevada Revised Statutes) in number are elected at each annual meeting, shall be established from time to time by resolution of the board of directors and shall be increased or decreased by resolution of the board of directors, as may be appropriate whenever the total number of directors is increased or decreased. Two two (2) of whom shall qualify as independent directors under NYSE rules, (b) the seven three (73) members Persons that are designated in writing by the Company prior to the First Closing, at least one (1) of whom shall be required to qualify as an independent director under NYSE rules and (c) the two (2) Persons that shall be mutually agreed in writing between the Purchaser and the Company prior to the First Closing whom shall qualify as an independent director under NYSE rules, provided that the Parties shall ensure that the composition of the Post-Closing Board satisfies the applicable requirement for Pubco to qualify as a “foreign private issuer” (as defined in the Securities Act). Purchaser Representative shall be individuals (at least one of whom shall be an independent director) designated by OAC entitled to remove any Purchaser Director prior to the Effective Time (lock-up period applicable to Purchaser Representative under the “OAC Directors”). Four (4) of the members of the PostLock-Closing Board (at least three (3) of whom shall be independent directors) shall be designated by the Company prior to the Effective Time, and the seventh (7th) member of the Post-Closing Board shall be an individual selected by the Company prior to the Effective Time as the Chief Executive Officer of OAC and the Successor. The OAC Directors shall each serve as Class I directors and for a term of not less than one (1) year following the Effective Time of the Merger and may not be removed during such one (1) year period without the prior written consent of the OAC RepresentativeUp Agreement. In the event that any of the Purchaser Directors is removed, resigns, retires or otherwise ceases to be a director prior to the later of (x) the expiration of the lock-up period applicable to the Purchaser Representative pursuant to the Lock-Up Agreement or (y) the date that the Pubco shares are permitted to be resold as a result of the effectiveness of a resignation registration statement (or death statements), sufficient to permit the resale of an OAC Director during such one (1) year periodthe Pubco shares issued to Purchaser Representative in connection with the Transactions, the OAC Purchaser Representative may shall have the right to nominate and appoint a replacement OAC Purchaser Director. The currently proposed Post-Closing Board, including initial OAC Directors and the initial directors selected by the Company to serve on the Post-Closing Board, are set forth on Schedule 5.14(a) hereto. (b) The board of directors of the Company immediately after the Closing shall be the same as the Post-Closing Board. (c) At or prior to the Closing, OAC will provide each member of the Post-Closing Board with a director service agreement and customary director indemnification agreement, each in form and substance reasonably acceptable to such director.