Common use of Post-Closing Directors and Officers of PubCo Clause in Contracts

Post-Closing Directors and Officers of PubCo. Subject to the terms of the PubCo Charter, PubCo shall take all such action within its power as may be necessary or appropriate such that immediately following the Acquisition Closing: (a) the board of directors of PubCo (i) shall have been reconstituted to consist of seven directors, which shall be (A) Xxxxxxx Xxx, Hooi Xxxx Xxx, Xxxx Xxxxxxxxxxxx, Shin Ein Ng and Xxxxxxx Xxxxxx (or, if any such Person is unable or unwilling to serve as a director, a replacement determined by the Company) and (B) two directors determined by the Company, in each case, subject to such Persons passing customary background checks by the Company and (ii) shall have reconstituted its applicable committees to consist of the directors designated by the Company prior to the Acquisition Closing Date; provided, however, that any such directors designated by the Company in accordance with clause (ii) of this sentence as members of the audit committee shall qualify as “independent” under the Nasdaq listing rules; (b) the Chairperson of the board of directors of PubCo shall initially be the Founder; and (c) the officers of the Company holding such positions as set forth on Schedule 7.5(c) shall be the officers of PubCo, each such officer to hold office in accordance with the PubCo Charter until they are removed or resign in accordance with the PubCo Charter or until their respective successors are duly elected or appointed and qualified.

Post-Closing Directors and Officers of PubCo. Subject to the terms of the PubCo CharterGoverning Documents, PubCo shall take all such action within its power as may be necessary or appropriate such that that, immediately following the Acquisition Closing: (a) the board of directors of PubCo (i) Board shall have been reconstituted to consist of seven directors, which shall of whom (i) one will be (A) Xxxxxxx Xxxdesignated by SPAC following consultation with Xxxxxxx, Hooi Xxxx Xxx, Xxxx Xxxxxxxxxxxx, Shin Ein Ng and Xxxxxxx Xxxxxx (or, if any such Person is unable or unwilling to serve as a director, a replacement determined by the Company) and (B) two directors determined by the Company, in each case, subject to such Persons passing customary background checks by the Company and (ii) shall have reconstituted its applicable committees to consist of the directors four will be designated by Xxxxxxx following consultation with SPAC and (iii) two will be mutually agreed by SPAC and Xxxxxxx, and of which four must meet the Company prior standards of independence of companies subject to the Acquisition Closing Date; providedrules and regulations of Nasdaq, howeverand which shall comply with all diversity requirements under applicable Law, that any each such directors designated by the Company director to hold office in accordance with clause (iithe Post-Closing PubCo Governing Documents until their respective successors are duly elected and qualified, or their earlier death, resignation or removal. For the avoidance of doubt, nothing in this Section 7.5(a) shall impose or imply any obligations with respect to any future nomination, appointment, designation or election of this sentence as members of directors to the audit committee PubCo Board and all future vacancies on PubCo Board shall qualify as “independent” under the Nasdaq listing rulesbe filled in accordance with Post-Closing PubCo Governing Documents; (b) the Chairperson of the board of directors of PubCo shall initially be the Founder; and (c) the officers of the Company holding such positions as set forth on Schedule 7.5(cin Section 7.5(b) of the Xxxxxxx Disclosure Letter shall be appointed as the officers of PubCo, each such officer to hold office in accordance with the Post-Closing PubCo Charter until they are removed or resign in accordance with the PubCo Charter or Governing Documents until their respective successors are duly elected or appointed and qualified., or their earlier death, resignation or removal; and

Post-Closing Directors and Officers of PubCo. Subject to the terms of the PubCo Charter, PubCo shall take all such action within its power as may be necessary or appropriate such that immediately following the Acquisition Closing: (a) the board of directors of PubCo (i) shall have been reconstituted to consist of seven directors, which shall be (A) Xxxxxxx Xxx, Hooi Xxxx Xxxx Xxx, Xxxx Xxxxxxxxxxxx, Shin Ein Ng Xxxx Xxx Xx and Xxxxxxx Xxxxxx (or, if any such Person is unable or unwilling to serve as a director, a replacement determined by the Company) and (B) two directors determined by the Company, in each case, subject to such Persons passing customary background checks by the Company and (ii) shall have reconstituted its applicable committees to consist of the directors designated by the Company prior to the Acquisition Closing Date; provided, however, that any such directors designated by the Company in accordance with clause (ii) of this sentence as members of the audit committee shall qualify as “independent” under the Nasdaq listing rules; (b) the Chairperson of the board of directors of PubCo shall initially be the Founder; and (c) the officers of the Company holding such positions as set forth on Schedule 7.5(c) shall be the officers of PubCo, each such officer to hold office in accordance with the PubCo Charter until they are removed or resign in accordance with the PubCo Charter or until their respective successors are duly elected or appointed and qualified.

Post-Closing Directors and Officers of PubCo. (a) Subject to the terms of the PubCo CharterArticles of Association, PubCo shall take all such action within its power as may be necessary or appropriate such that immediately following at the Acquisition ClosingMerger Effective Time PubCo’s Board shall initially consist of nine (9) directors (to be elected to the PubCo Board in the following manner), each to hold office in accordance with the PubCo Articles of Association: (a) the board of directors of PubCo (i) Sponsor shall have been reconstituted the right to consist of seven directors, which shall be designate one (A1) Xxxxxxx Xxx, Hooi Xxxx Xxx, Xxxx Xxxxxxxxxxxx, Shin Ein Ng and Xxxxxxx Xxxxxx (or, if any such Person is unable or unwilling to serve as a director, a replacement determined by the Company) and (B) two directors determined by the Company, in each case, subject to such Persons passing customary background checks by the prior approval of the Company and (iisuch approval not to be unreasonably withheld, conditioned or delayed) shall have reconstituted its applicable committees to consist of the directors designated by the Company prior to the Acquisition Closing Date; provided, however, that any such directors designated by the Company in accordance with clause (ii) of this sentence as members of the audit committee who shall qualify as “independentIndependent Director” under Nasdaq Rule 5605(a)(2); and (ii) The Company shall have the right to designate eight (8) directors, which may include those persons currently serving as executive and non-executive directors of the Company; provided that at least four (4) of such directors shall qualify as “Independent Directors” under Nasdaq listing rules;Rule 5605(a)(2); and (b) In addition to Company’s rights to designate directors hereunder, PubCo further covenants to duly execute and deliver, on or prior to Closing, an agreement with SGI Group Limited, entitling SGI Group Limited and its Affiliates to nominate, effective from and after the Chairperson Acquisition Merger Effective Time, a maximum of 3 directors on PubCo Board on terms and subject to conditions consistent with the board of directors of PubCo shall initially be Relationship Agreement in the Founder; andform acceptable to the Company. (c) the officers of the Company The individuals holding such positions as set forth on Schedule 7.5(c8.6(b) shall be the officers of PubCo, each such officer to hold office in accordance with the PubCo Charter Articles of Association until they are removed or resign in accordance with the PubCo Charter Articles of Association or until their respective successors are duly elected or appointed and qualified.

Post-Closing Directors and Officers of PubCo. Subject to the terms of the PubCo Charter, PubCo shall take all such action within its power as may be necessary or appropriate such that immediately following the Acquisition Closing: (a) the board of directors of PubCo (i) shall have been reconstituted to consist of seven six (6) directors, which shall be (A) Xxxxxxx Xxx, Hooi Xxxx Xxx, Xxxx Xxxxxxxxxxxx, Shin Ein Ng and Xxxxxxx Xxxxxx (or, if any such Person is unable or unwilling to serve as a director, a replacement determined by the Company) SPAC Director and (B) two directors determined by such other Persons as the Company, Company may designate pursuant to a written notice to be delivered to PubCo sufficiently in each case, subject advance to allow for inclusion of such Persons passing customary background checks by in the Company Proxy/Registration Statement and (ii) shall have reconstituted its applicable committees to consist of the directors designated by the Company prior to the Acquisition Closing Date; provided, however, that any such directors designated by the Company in accordance with clause (ii) of this sentence as members of the audit committee shall qualify as “independent” under the Nasdaq listing rules; (b) the Chairperson of the board of directors of PubCo shall initially be the FounderKey Executive; and (c) the officers of the Company holding such positions as set forth on Schedule 7.5(c7.4(c) shall be the officers of PubCo, each such officer to hold office in accordance with the PubCo Charter until they are removed or resign in accordance with the PubCo Charter or until their respective successors are duly elected or appointed and qualified.