Post-Closing Directors and Officers Sample Clauses

Post-Closing Directors and Officers. Except as otherwise agreed in writing by Parent and the Company prior to the Closing, and conditioned upon occurrence of the Closing, subject to any limitation imposed under applicable Laws and Stock Exchange listing requirements, Parent and the Company shall take all actions necessary or appropriate such that immediately following the Closing: (a) the Parent Board shall consist of seven (7) directors, which shall initially include: (i) one (1) director nominee to be designated by Sponsor pursuant to written notice to the Company as soon as reasonably practicable following the date of this Agreement and in any event prior to the SEC Clearance Date (subject to the reasonable acceptance of the Company not to be unreasonably withheld, conditioned or delayed); provided that if such nominee (x) is unable for any reason to serve on the Parent Board, a replacement individual shall be selected by Xxxxxxx and (y) following the Closing resigns or for any reason is unable to continue serving on the Parent Board for the remainder of the term of the appointment, a replacement individual shall by selected by the Sponsor to serve the remainder of the term; provided, further, that the Sponsor is a third-party beneficiary of this Section 7.17(a)(i); (ii) six (6) director nominees to be designated by the Company pursuant to written notice to Xxxxxx as soon as reasonably practicable following the date of this Agreement and in any event prior to the SEC Clearance Date; (iii) in each case, who shall serve in such capacity in accordance with the terms of the Parent’s Organizational Documents following the First Effective Time; (b) the Parent Board shall have a majority of “independent” directors in accordance with the listing requirements of the Stock Exchange, each of whom shall serve in such capacity in accordance with the terms of the Parent’s Organizational Documents following the First Effective Time; and (c) the officers of Parent at the First Effective Time shall be as set forth on Section 7.17(c) of the Company Disclosure Schedule, and such officers shall serve in such capacity in accordance with the terms of Parent’s Organizational Documents and the DGCL.

Post-Closing Directors and Officers. Subject to the terms of the Acquiror Organizational Documents, Acquiror shall take all such action within its power as may be necessary or appropriate such that immediately following the Closing: (a) the Acquiror Board as of the Closing shall initially include: (i) one or two director nominees to be designated by the Sponsor pursuant to written notice to be delivered to the Company as soon as reasonably practicable following the Original Agreement Date, who shall be reasonably acceptable to the Company; (ii) any number of additional director nominees to be designated by the Company pursuant to written notice to Acquiror following the Original Agreement Date, who shall be selected after reasonable consultation with the Sponsor; and (b) the officers of Acquiror after the Closing shall be as set forth on Schedule 7.05(b) (which schedule may be modified from time to time in the Company’s sole discretion prior to the Closing), who shall serve in such capacity in accordance with the terms of the Acquiror Organizational Documents following the Closing.

Post-Closing Directors and Officers. (a) Parent shall take all such action within its power as may be necessary or appropriate such that effective immediately after the Effective Time (i) the Parent Board shall initially consist of five (5) directors; (ii) the members of the Parent Board are the individuals determined in accordance with Section 5.16(b), Section 5.16(c) and Section 5.16(d); (iii) the members of the compensation committee, audit committee and nominating committee of the Parent Board are the individuals determined in accordance with Section 5.16(e); and (iv) the officers of Parent are the individuals determined in accordance with Section 5.16(f). (b) Parent shall designate three (3) individuals to serve as a director on the Parent Board immediately after the Effective Time. (c) VSee shall designate one individual to serve as a director on the Parent Board immediately after the Effective Time. (d) iDoc shall designate one individual to serve as a director on the Parent Board immediately after the Effective Time. (e) Immediately after the Effective Time, the individuals designated by Parent and the Company Parties shall serve on the committee(s) of the Parent Board. (f) Immediately after the Effective Time, the individuals designated by Parent and the Company Parties shall be the officers of Parent.

Post-Closing Directors and Officers. Subject to the terms of the Acquiror Organizational Documents, the Acquiror Charter and the Acquiror Bylaws, Acquiror shall take all such action within its power as may be necessary or appropriate such that immediately following the Effective Time: (a) the Board of Directors of Acquiror shall consist of three classes, each holding three-year terms, with the term of the first class of directors expiring at the first annual meeting of stockholders of Acquiror following the Closing, the term of the second class of directors expiring at the second annual meeting of stockholders of Acquiror following the Closing (“Class II”) and the term of the third class of directors expiring at the third annual meeting of stockholders of Acquiror following the Closing (“Class III”); (b) the Board of Directors of Acquiror shall initially include: (i) up to two director nominees to be designated by Sponsor pursuant to written notice to be delivered to the Company as soon as reasonably practicable following the date of this Agreement (one of whom shall serve in Class II, and the other of whom shall serve in Class III), each of whom shall be reasonably acceptable to the Company and meet the requirements of the Selected National Securities Exchange for such nominees to be considered independent under the Selected National Securities Exchange rules; (ii) such other director nominees to be designated by the Company (and/or by the Pre-Closing Holders, at the Company’s sole discretion) pursuant to written notice to Acquiror following the date of this Agreement; and (c) the initial officers of Acquiror shall be as set forth on Schedule 7.05(c) (which schedule may be modified from time to time by mutual agreement of the Company and Acquiror prior to the Closing), who shall serve in such capacity in accordance with the terms of the Acquiror Charter and the Acquiror Bylaws following the Effective Time.

Post-Closing Directors and Officers. (a) The Company and Atlantic have designated in writing to SeqLL six (6) Persons that will serve on the SeqLL Board as of immediately after the Closing Date, and a seventh (7th) director is expected to have relevant staffing industry experience to be mutually agreed to among the Parties and a majority thereof is qualified as independent directors under the National Securities Exchange Listing Requirements. SeqLL shall take all such action within its power as may be necessary or appropriate to give effect to the Company’s designations as of immediately after the Closing Date and for the officers of SeqLL (the “Officers”) as of immediately after the Closing Date to be the individuals determined in accordance with Section 3.17(c). For the avoidance of doubt, as of immediately after the Closing Date, the SeqLL Board shall consist of the Persons designated by the Company and Atlantic identified on Schedule 3.17(a). (b) Notwithstanding the Company’s designation rights under Section 3.17(a), one Person identified on Schedule 3.17(b) of the Disclosure Schedules shall be an existing director on the SeqLL Board immediately after the Closing Date. (c) The Persons identified on Schedule 3.17(c) of the Disclosure Schedules shall be the Officers immediately after the Closing Date, with each such individual holding the title set forth opposite his or her name. In the event that any Person identified on Schedule 3.17(c) of the Disclosure Schedules is unwilling or unable (whether due to death, disability, disqualification or otherwise) to serve as an Officer, then, prior to the mailing of the Proxy Statement to the SeqLL Stockholders, the Company may, subject to applicable listing rules of the National Securities Exchange and applicable Law, replace such individual with another individual to serve as such Officer by amending Schedule 3.17(c) of the Disclosure Schedules to include such replacement individual as such Officer.

Post-Closing Directors and Officers. (a) TortoiseCorp III shall take all such action within its power as may be necessary or appropriate such that effective immediately after the Effective Time, the TortoiseCorp III Board will consist of seven (7) directors: (two) persons that are designated by TortoiseCorp III prior to the Closing; five (5) persons designated by the Company prior to the Closing, at least four (4) of whom shall be required to qualify as an independent director under the NYSE rules; provided that the applicable Party shall only designate Person(s) eligible to serve as a director on the TortoiseCorp III Board in accordance with the applicable corporate governance standards and qualifications set forth by NYSE and any SEC rules, regulations or provisions related to individuals serving on the board of directors of a public company. (b) The individual serving as the chief executive officer of the Company immediately after the Closing will be the same individual (in the same office) as that of the Company immediately prior to the Closing. In the event that such chief executive officer is unwilling or unable (whether due to death, disability, termination of service or otherwise) to serve as the chief executive officer, then, prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing TortoiseCorp III Holders, Tortoise Corp III and the Company may designate another individual to replace such individual to serve as such chief executive officer. The Company may appoint additional qualified persons to serve as officers in other capacities immediately prior to Closing and, in which case, such additional officers shall be the same individuals (and in the same office) immediately following the Closing.

Post-Closing Directors and Officers. (a) HighCape shall take all such action within its power as may be necessary or appropriate such that effective immediately after the Effective Time (i) the HighCape Board shall initially consist of seven (7) directors; (ii) the members of the HighCape Board are the individuals determined in accordance with Section 5.16(b), Section 5.16(c) and Section 5.16(d); (iii) the members of the compensation committee, audit committee and nominating committee of the HighCape Board are the individuals determined in accordance with Section 5.16(c); and (iv) the officers of HighCape are the individuals determined in accordance with Section 5.16(f). (b) Sponsor shall designate one (1) individual to serve as a director on the HighCape Board immediately after the Effective Time, which individual shall be Kxxxx Xxxxx.

Post-Closing Directors and Officers. (a) To the extent required by Law, the Company shall take, or cause to be taken, all actions as may be necessary or appropriate such that effective after the Effective Time: (i) the Board shall consist of nine (9) directors,; (ii) the directors shall be divided into three classes, designated Class I, II and III, with Class I consisting of three (3) directors, Class II consisting of three (3) directors and Class III consisting of three (3) directors, including the Sponsor Designee; and (iii) the members of the compensation committee and audit committee of the Company Board shall be determined subject to applicable listing rules of NASDAQ, applicable Federal Securities Laws and the requirements of the Israeli Companies Law. (b) The officers of the Company immediately prior to the Effective Time shall be the officers of the Company immediately following the Effective Time.

Post-Closing Directors and Officers. After Closing, Atlantic shall have the right to appoint the members of the Company Board.

Post-Closing Directors and Officers. Each of ARYA and the Amber Entities shall take all such action within their respective power as may be necessary or appropriate such that effective immediately after the Closing: (i) the ARYA Board shall consist of seven (7) directors, which shall be divided into three (3) classes, designated Class I, II and III, with Class I consisting of two (2) directors, Class II consisting of two (2) directors and Class III consisting of three (3) directors; (ii) the members of the ARYA Board are the individuals determined in accordance with Section 6.11(b); (iii) the members of the compensation committee, audit committee and nominating committee of the ARYA Board are the individuals determined in accordance with Section 6.11(c); and (iv) the officers of ARYA and the Company (collectively, the “Officers”) are the individuals determined in accordance with Section 6.11(d).