Common use of Post-Closing Governance Clause in Contracts

Post-Closing Governance. At the first meeting of the Board of Directors of the Buyer after the Effective Time, the Board of Directors of the Buyer shall be expanded by five (5) members and Timoxxx X. Xxxxxxxxx xxx four additional individuals selected by the Seller and approved by the Buyer in its reasonable judgment prior to the Effective Time shall be appointed as directors of the Buyer. To the extent practicable, such five individuals shall be appointed as equally as possible among the three classes of the Buyer's directors and Timoxxx X. Xxxxxxxxx xxxll be appointed to the class of directors whose term comes up for reelection in the year 2001. One of the individuals selected by the Seller and approved by the Buyer to be appointed as a director of the Buyer shall also be appointed to the Executive Committee of the Buyer's Board of Directors and a second individual shall be appointed to the Audit Committee of the Buyer. At the first meeting of the Board of Directors of the Buyer Bank, Timoxxx X. Xxxxxxxxx xxxll become a director of the Buyer Bank. After the Effective Time, Neal X. Xxxxxxxx xxxll serve as Chief Executive Officer of the Buyer and Chairman and Chief Executive Officer of the Buyer Bank and Timoxxx X. Xxxxxxxxx xxxll serve as Vice Chairman and Chief Operating Officer of the Buyer and President and Chief Operating Officer of the Buyer Bank. After the Effective Time, John X. Xxxxxx xxxll serve as an Executive Vice President of the Buyer and Quenxxx X. Xxxxxxx xxxll serve as Senior Vice President & Associate General Counsel of the Buyer Bank. The Buyer or the Buyer Bank, as applicable, shall offer to execute and deliver an executive employment agreement with each such officer on the Closing Date. At the Effective Time, subject to Section 5.18 hereof, the Board of Directors of the subsidiaries of the Seller which are depository institutions shall consist of those directors of such subsidiaries which the Buyer has selected to serve as directors of such subsidiaries and such additional persons as shall be designated by the Buyer prior to the Effective Time. At the Effective Time, subject to this Section 5.10, the officers of the Surviving Corp. shall consist of those persons who were officers of the Buyer immediately prior to the Effective Time each to hold office in accordance with the Articles of Organization and By-Laws of the Surviving Corp. The parties agree that the Buyer Bank shall use its best efforts to create a regional community banking organization within the Buyer Bank. Such regional organization, which shall be implemented as soon after the Effective Time as is reasonably practicable, shall include the establishment of geographic regions headed by regional presidents who will have line responsibility for both small business and consumer business lines within their assigned geographic region and who shall report to Timoxxx X. Xxxxxxxxx xx President and Chief Operating Officer of the Buyer Bank.

Post-Closing Governance. At (a) Buyer will take all actions necessary, in consultation with Company, to cause the first Buyer Board, immediately after the AIM Delisting, and shall use its reasonable best efforts through Buyer’s (or, to the extent Buyer domesticates to another jurisdiction, such domesticated entity’s) 2026 annual meeting of shareholders, to consist of five (5) members, which shall comprise of (i) three (3) directors appointed by the Board Buyer (the “Buyer Designees”), one of Directors whom shall be the Chairman of the Buyer after Board as of the Effective Time and one of whom shall be the Chief Executive Officer of Buyer as of the Effective Time, and (ii) two (2) directors appointed by the Company (the “Company Designees”), one of whom shall be the Chief Executive Officer of the Company as of the Effective Time. The Persons listed in Annex C under the heading “Board of Directors Designees—Company” shall be the Company’s designees pursuant to this Section 5.15(a) (which list may be changed by the Company at any time prior to the Closing by written notice to Buyer to include different board designees who are reasonably acceptable to Buyer and consistent with this Section 5.15(a)) and the Person listed in Annex C under the heading “Board Designees—Buyer” shall be Buyer’s designee pursuant to this Section 5.15(a) (which Persons may be changed by Buyer at any time prior to the Closing by written notice to the Company to include different board designees who are reasonably acceptable to the Company and consistent with this Section 5.15(a)). The Chairman of the Buyer shall be expanded by five (5) members and Timoxxx X. Xxxxxxxxx xxx four additional individuals selected by the Seller and approved by the Buyer in its reasonable judgment prior to Board as of the Effective Time shall be appointed as directors of the Buyer. To the extent practicable, such five individuals shall be appointed as equally as possible among the three classes of the Buyer's directors and Timoxxx X. Xxxxxxxxx xxxll be appointed to the class of directors whose term comes up for reelection in the year 2001. One of the individuals selected by the Seller and approved by the Buyer to be appointed as a director Chairman of the Buyer shall also be appointed to the Executive Committee of the Buyer's Board of Directors and a second individual shall be appointed to the Audit Committee of the Buyer. At the first meeting of the Board of Directors of the Buyer Bank, Timoxxx X. Xxxxxxxxx xxxll become a director of the Buyer Bank. After the Effective Time, Neal X. Xxxxxxxx xxxll serve as Chief Executive Officer of the Buyer and Chairman and Chief Executive Officer of the Buyer Bank and Timoxxx X. Xxxxxxxxx xxxll serve as Vice Chairman and Chief Operating Officer of the Buyer and President and Chief Operating Officer of the Buyer Bank. After the Effective Time, John X. Xxxxxx xxxll serve as an Executive Vice President of the Buyer and Quenxxx X. Xxxxxxx xxxll serve as Senior Vice President & Associate General Counsel of the Buyer Bank. The Buyer or the Buyer Bank, as applicable, shall offer to execute and deliver an executive employment agreement with each such officer on the Closing Date. At the Effective Time, subject to Section 5.18 hereof, the Board of Directors of the subsidiaries of the Seller which are depository institutions shall consist of those directors of such subsidiaries which the Buyer has selected to serve as directors of such subsidiaries and such additional persons as shall be designated by the Buyer prior to following the Effective Time. At Notwithstanding the Effective Timeforegoing or anything to the contrary herein, subject to this Section 5.10unless otherwise agreed in writing by the Parties, the officers of the Surviving Corp. shall consist of those persons who were officers two (2) of the Buyer immediately prior to Designees shall qualify as an “independent director” under the Effective Time each to hold office in accordance with the Articles of Organization rules and By-Laws regulations of the Surviving Corp. The parties agree that SEC and the Buyer Bank shall use its best efforts to create listing rules of NASDAQ (whether as a regional community banking organization within the Buyer Bank. Such regional organization, which shall be implemented as soon after the Effective Time as is reasonably practicable, shall include the establishment of geographic regions headed by regional presidents who will have line responsibility for both small business and consumer business lines within their assigned geographic region and who shall report to Timoxxx X. Xxxxxxxxx xx President and Chief Operating Officer result of the replacement of any Buyer Bank.Designee as contemplated by this Section 5.15(a) or otherwise), and one (1) of the Company Designees shall qualify as an “independent director” under the rules and regulations of the SEC and the listing rules of NASDAQ (whether as a result of the replacement of any Company Designee as contemplated by this Section 5.15(a) or otherwise)

Post-Closing Governance. At (a) Prior to the first meeting Closing, the board of the Board directors of Directors Bixxxx xhall take all action necessary (including obtaining all necessary director resignations) so that, as of the Buyer after the Effective Time, the Board board of Directors directors of Bixxxx xill consist solely of (x) the members of the Buyer shall be expanded by five (5) members and Timoxxx X. Xxxxxxxxx xxx four additional individuals selected by the Seller and approved by the Buyer in its reasonable judgment prior to the Effective Time shall be appointed as board of directors of the Buyer. To the extent practicable, such five individuals shall be appointed as equally as possible among the three classes of the Buyer's directors and Timoxxx X. Xxxxxxxxx xxxll be appointed to the class of directors whose term comes up for reelection in the year 2001. One of the individuals selected by the Seller and approved by the Buyer to be appointed as a director of the Buyer shall also be appointed to the Executive Committee of the Buyer's Board of Directors and a second individual shall be appointed to the Audit Committee of the Buyer. At the first meeting of the Board of Directors of the Buyer Bank, Timoxxx X. Xxxxxxxxx xxxll become a director of the Buyer Bank. After the Effective Time, Neal X. Xxxxxxxx xxxll serve as Chief Executive Officer of the Buyer and Chairman and Chief Executive Officer of the Buyer Bank and Timoxxx X. Xxxxxxxxx xxxll serve as Vice Chairman and Chief Operating Officer of the Buyer and President and Chief Operating Officer of the Buyer Bank. After the Effective Time, John X. Xxxxxx xxxll serve as an Executive Vice President of the Buyer and Quenxxx X. Xxxxxxx xxxll serve as Senior Vice President & Associate General Counsel of the Buyer Bank. The Buyer or the Buyer Bank, as applicable, shall offer to execute and deliver an executive employment agreement with each such officer on the Closing Date. At the Effective Time, subject to Section 5.18 hereof, the Board of Directors of the subsidiaries of the Seller which are depository institutions shall consist of those directors of such subsidiaries which the Buyer has selected to serve as directors of such subsidiaries and such additional persons as shall be designated by the Buyer Rook immediately prior to the Effective Time. At the Effective Time, subject each to this Section 5.10, the officers be a member of the Surviving Corp. shall consist of those persons who were officers class of the Buyer board of directors of Bixxxx xhe term of which ends in the same year as the term of the class of the board of directors of Rook of which such director is a member immediately prior to the Effective Time each Time; and (y) the four (4) individuals set forth on Exhibit B hereto (provided if either of the two (2) individuals appointed by the Jaxx Xesignator (as defined in the Bixxxx Xtockholders Agreement) set forth on Exhibit B is unwilling or unable to hold office serve as a director of Bixxxx, such individual shall be replaced by the Jaxx Xesignator (as defined in the Bixxxx Xtockholders Agreement) in accordance with the Articles definition of Organization “Stockholder Director” in the Bixxxx Xtockholders Agreement, and By-Laws if either of other the two (2) individuals appointed by the board of directors of Bixxxx xet forth on Exhibit B is unwilling or unable to serve as a director of Bixxxx, such individual shall be replaced by the board of directors of Bixxxx, provided, in each case, that such replacement individual is reasonably acceptable to Rook), each to be a member of the Surviving Corp. The parties agree that class of the Buyer Bank board of directors of Bixxxx xet forth opposite his or her name (or, in the case of a replacement, the name of the individual replaced) on Exhibit B. Each of the individuals who is or becomes a director of Bixxxx xs of the Effective Time in accordance with the foregoing shall use its best efforts to create continue as a regional community banking organization within the Buyer Bank. Such regional organization, which shall be implemented as soon director of Bixxxx xrom and after the Effective Time as until the earlier of his or her death, resignation or removal or the time at which his or her successor is reasonably practicable, shall include the establishment of geographic regions headed by regional presidents who will have line responsibility for both small business duly elected and consumer business lines within their assigned geographic region and who shall report to Timoxxx X. Xxxxxxxxx xx President and Chief Operating Officer of the Buyer Bankqualified.