Post-Closing Directors and Officers of Purchaser. Subject to the terms of the Purchaser’s Organizational Documents, Purchaser shall take all such action within its power as may be necessary or appropriate such that:
(a) immediately before the Closing, the Purchaser’s board of directors shall consist of five (5) directors:
(i) four (4) directors shall be designated by the Company, at least two of whom shall be considered “independent” for purposes of under Nasdaq rules requirement, and
(ii) one (1) director shall be designated by the Purchaser, who shall be “independent” for purposes of under Nasdaq rules requirement and shall be the “financial expert’ as determined under SEC rules and regulations and who shall be Mx. Xxxx Xxx initially;
(b) from and after the Effective Time, the officers of Purchaser shall be the same as the officers of the Surviving Corporation (the “Purchaser Post-Closing Officers”), who shall serve in such capacity in accordance with the terms of Purchaser’s Organizational Documents following the Effective Time.
Post-Closing Directors and Officers of Purchaser. Subject to the terms of the Purchaser’s Organizational Documents, Purchaser shall take all such action within its power as may be necessary or appropriate such that, with effect from the Effective Time:
(a) Purchaser shall deliver to the Company written resignations, effective as of the Closing, of the existing officers and directors of Purchaser as requested by the Company.
(b) Effective upon Closing, the Purchaser’s board of directors shall be a classified board with three (3) classes of directors as follows:
(i) a first class of directors, consisting of two (2) directors initially serving a term effective from the Closing until the first annual meeting of the shareholders of Purchaser held after the Closing, (i) one (1) of whom shall be initially designated by the Company, and (ii) one (1) of whom shall be initially designated by the Purchaser and reasonably acceptable to the Company, who shall qualify as an independent director under the Securities Act and Nasdaq rules and;
(ii) a second class of directors, consisting of two (2) directors initially serving a term effective from the Closing until the second annual meeting of the shareholders of Purchaser held after the Closing, (i) one (1) of whom shall be initially designated by the Company, and (ii) one (1) of whom shall be initially designated by the Purchaser and reasonably acceptable to the Company, who shall qualify as an independent director under the Securities Act and Nasdaq rules; and
(iii) a third class of directors, consisting of three (3) directors initially serving a term effective from the Closing until the third annual meeting of the shareholders of Purchaser held after the Closing, all of whom shall be initially designated by the Company.
(c) From and after the Effective Time, the officers of Purchaser shall be the same as the officers of the Surviving Corporation (the “Post-Closing Officers”), who shall serve in such capacity in accordance with the terms of Purchaser’s Organizational Documents following the Effective Time.
(d) The parties shall consult in good faith to ensure the board of directors and its committees comply with exchange listing rules in all respects.
Post-Closing Directors and Officers of Purchaser. Subject to the terms of the Purchaser’s Organizational Documents, Purchaser shall take all such action within its power as may be necessary or appropriate such that:
(a) Effective upon Closing, the Purchaser’s board of directors shall consist of five (5) directors:
(i) four (4) directors shall be designated by the Company, at least two (2) of whom shall be considered “independent” for purposes of under Nasdaq rules requirement, and who shall be PXXX Xxx (彭伟), KXXX Xxxxxx (康國輝), ZXXX Xx (周密), and QXX Xxx (覃涵) initially; and
(ii) one (1) director shall be designated by the Purchaser, who shall be “independent” for purposes of under Nasdaq rules requirement and shall be the “financial expert” as determined under SEC rules and regulations and whose biography and other information will be provided as required under SEC regulations, and shall be Jxx Xxx initially;
(b) from and after the Effective Time, the officers of Purchaser shall be the same as the officers of the Surviving Corporation (the “Post-Closing Officers”), who shall serve in such capacity in accordance with the terms of Purchaser’s Organizational Documents following the Effective Time.
