Post-Closing Directors and Officers of the Company. (a) The parties hereto shall take all such action within their power as may be necessary or appropriate such that effective immediately following the Effective Time, pursuant to the Company Constitution, the initial members of the Company Board immediately after the Closing shall be (A) one (1) member to be selected by the Sponsor who shall be “independent” for the purposes of the SEC and New York Stock Exchange (or such other national securities exchange on which the Company Shares are listed immediately after Closing) listing rules and (B) six (6) members to be selected by the Company, one of whom shall be the current Chief Executive Officer of the Company and such number of whom shall be “independent” as required by applicable SEC and New York Stock Exchange (or such other national securities exchange on which the Company Shares are listed immediately after Closing) listing rules. The initial members of any compensation committee, audit committee and nominating committee of the Company Board immediately after the Closing shall be determined by the Company.
Post-Closing Directors and Officers of the Company. Subject to the terms of the Company M&A, the Company shall take all such action within its power as may be necessary or appropriate such that immediately following the Merger Effective Time:
Post-Closing Directors and Officers of the Company. Subject to the terms of the Amended Company Charter, the Company shall take all such action within its power as may be necessary or appropriate such that immediately following the Closing:
Post-Closing Directors and Officers of the Company. Subject to the terms of the Company’s Governing Documents, the Company shall take all such action within its power as may be necessary or appropriate such that immediately following the Effective Time (subject to the terms of the Investor Rights Agreement):
Post-Closing Directors and Officers of the Company. Subject to the terms of the Amended Company Charter, the Company shall take all such action within its power as may be necessary or appropriate such that immediately following the Closing, (a) the Company Board shall have been reconstituted to consist of no less than seven directors, and (b) unless the Company is eligible for and elects to follow the home country practice in accordance with the relevant Nasdaq listing rules, the majority of directors shall satisfy the independence requirement and other qualifications for the applicable committee as required by applicable Laws or under the Nasdaq listing rules. SPAC shall have the right to designate one (1) board observer to the Company Board immediately following the Closing.
Post-Closing Directors and Officers of the Company. Subject to the terms of SPAC’s Governing Documents, SPAC shall take all such action within its power as may be necessary or appropriate such that immediately following the Effective Time:
Post-Closing Directors and Officers of the Company. (a) Subject to the terms of the Company’s Organizational Documents, except as otherwise agreed by the Parties, the Company shall take all such action within its power as may be necessary or appropriate (including the actions set forth on Section 6.06(a) of the Company Disclosure Letter) such that immediately following the Closing, the Company Board shall consist of nine (9) directors, which shall initially include (i) one (1) director designated by SPAC prior to the Closing (with such director being reasonably acceptable to the Company), (ii) five (5) directors designated by the Company prior to the Closing (with such directors being reasonably acceptable to SPAC), and (iii) three (3) independent directors (with such directors being reasonably acceptable to SPAC), such that the Company Board will be compliant with the standards of independence for companies subject to the rules and regulations of the Stock Exchange immediately following the Closing; provided, however, that the Chairman of the Board shall be one of the directors designated by the Company (with such Chairman being reasonably acceptable to SPAC). At or prior to the Closing, the Company will provide each director on the Company Board with a customary director indemnification agreement, in form and substance reasonably acceptable to the Company and SPAC.
