Common use of Post-Closing Governance Clause in Contracts

Post-Closing Governance. (a) Prior to the Closing, Xxxxxx shall take all action necessary (including obtaining all necessary director resignations) so that, as of the Effective Time, the board of directors of Xxxxxx will consist solely of (i) Xxxxxxx X. Xxxxxxxx, Xxxxxx X. Xxxxxxxx, Xxxxx X. Xxxxx, Xxxxx X. Xxxxxxxxx, Xxxx X. Xxxxx, Xxxxxxx Xxxxx and Xxxxxx X. Xxxxxxxxx (or if such person is unable or unwilling to serve as a member of the board of directors of Xxxxxx at the Effective Time as a result of illness, death, resignation, removal or any other reason, then the person who succeeded such person as a director of Saturn prior to the First Merger), each to be a member of the class of the board of directors of Xxxxxx set forth opposite such Person’s name in the Amended and Restated Xxxxxx Charter; and (ii) an individual designated by L (the “Independent Designee”) who satisfies the Independent Designee Requirements and which such individual shall be a member of Class III (as such term is used in the Amended and Restated Xxxxxx Charter). Each of the individuals who is or becomes a director of Xxxxxx as of the Effective Time in accordance with the foregoing shall continue as a director of Xxxxxx from and after the Effective Time until the earlier of his or her death, resignation or removal or the time at which his or her successor is duly elected and qualified (and in the case of Xx. Xxxxxxxxx and the Independent Designee, in accordance with the Post-Closing Stockholders Agreement). (b) Prior to the Closing, Xxxxxx shall take all action necessary so that, as of the Effective Time, the officers of Saturn immediately prior to the Effective Time shall be the officers of Xxxxxx immediately following the Effective Time (or if any such individual is unwilling or unable to so serve as an officer of Xxxxxx, a replacement designated by Saturn). (c) Prior to the Closing, the board of directors of Xxxxxx shall take all action necessary so that, as of the Effective Time, the bylaws of Xxxxxx shall have been amended and restated to read in their entirety as set forth on Exhibit B hereto. The bylaws of Xxxxxx, as so amended and restated, shall be the bylaws of Xxxxxx from and after the Effective Time until thereafter amended in accordance with its terms, the certificate of incorporation of Xxxxxx and the DGCL, subject to Section 5.10. (d) The parties agree that, from and after the Effective Time, the NYSE ticker symbol for the shares of Xxxxxx Common Stock will be Saturn’s ticker symbol as of the date hereof.

Post-Closing Governance. (a) Prior to the Closing, the board of directors of Xxxxxx shall take all action necessary (including obtaining all necessary director resignations) so that, as of the Effective Time, the board of directors of Xxxxxx will consist solely of (ix) Xxxxxxx X. Xxxxxxxxthe members of the board of directors of Rook immediately prior to the Effective Time, Xxxxxx X. Xxxxxxxx, Xxxxx X. Xxxxx, Xxxxx X. Xxxxxxxxx, Xxxx X. Xxxxx, Xxxxxxx Xxxxx and Xxxxxx X. Xxxxxxxxx (or if such person is unable or unwilling each to serve as be a member of the class of the board of directors of Xxxxxx at the 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 Time; and (y) the four (4) individuals set forth on Exhibit B hereto (provided if either of the two (2) individuals appointed by the Xxxx Designator (as a result of illness, death, resignation, removal defined in the Xxxxxx Stockholders Agreement) set forth on Exhibit B is unwilling or any other reason, then the person who succeeded such person unable to serve as a director of Saturn prior Xxxxxx, such individual shall be replaced by the Xxxx Designator (as defined in the Xxxxxx Stockholders Agreement) in accordance with the definition of “Stockholder Director” in the Xxxxxx Stockholders Agreement, and if either of other the two (2) individuals appointed by the board of directors of Xxxxxx set forth on Exhibit B is unwilling or unable to serve as a director of Xxxxxx, such individual shall be replaced by the First Mergerboard of directors of Xxxxxx, provided, in each case, that such replacement individual is reasonably acceptable to Rook), each to be a member of the class of the board of directors of Xxxxxx set forth opposite such Person’s his or her name (or, in the Amended and Restated Xxxxxx Charter; and (iicase of a replacement, the name of the individual replaced) an individual designated by L (the “Independent Designee”) who satisfies the Independent Designee Requirements and which such individual shall be a member of Class III (as such term is used in the Amended and Restated Xxxxxx Charter). on Exhibit B. Each of the individuals who is or becomes a director of Xxxxxx as of the Effective Time in accordance with the foregoing shall continue as a director of Xxxxxx from and after the Effective Time until the earlier of his or her death, resignation or removal or the time at which his or her successor is duly elected and qualified (and in the case of Xx. Xxxxxxxxx and the Independent Designee, in accordance with the Post-Closing Stockholders Agreement)qualified. (b) Prior to the Closing, the board of directors of Xxxxxx shall take all action necessary so that, as of the Effective Time, the officers Executive Chairman of Saturn immediately prior to Rook and the Effective Time President and Chief Executive Officer of Rook as of the date hereof shall be become the officers Executive Chairman of Xxxxxx immediately following and the Effective Time President and Chief Executive Officer of Xxxxxx, respectively (or if any such individual is unwilling or unable to so serve as an officer of Xxxxxx, a replacement designated by SaturnRook, provided that such replacement individual is reasonably acceptable to Xxxxxx). Each of the individuals who is or becomes an officer of Xxxxxx as of the Effective Time in accordance with the foregoing shall continue as an officer of Xxxxxx from and after the Effective Time until the earlier of his or her death, resignation or removal or the time at which his or her successor is duly elected or appointed and qualified. (c) Prior to the Closing, the board of directors of Xxxxxx shall take all action necessary so that, as of the Effective Time, the bylaws of Xxxxxx shall have been amended and restated to read in their entirety as set forth on Exhibit B C hereto. The bylaws of Xxxxxx, as so amended and restated, shall be the bylaws of Xxxxxx from and after the Effective Time until thereafter amended in accordance with its terms, the certificate of incorporation of Xxxxxx and the DGCL, subject to Section 5.105.11. (d) The parties agree that, from and after the Effective Time, the NYSE ticker symbol for the shares of Xxxxxx Common Stock will be SaturnRook’s ticker symbol as of the date hereof.

Post-Closing Governance. (a) Prior to the Closing, Xxxxxx shall the board of directors of Bixxxx xhall take all action necessary (including obtaining all necessary director resignations) so that, as of the Effective Time, the board of directors of Xxxxxx will Bixxxx xill consist solely of (ix) Xxxxxxx X. Xxxxxxxx, Xxxxxx X. Xxxxxxxx, Xxxxx X. Xxxxx, Xxxxx X. Xxxxxxxxx, Xxxx X. Xxxxx, Xxxxxxx Xxxxx and Xxxxxx X. Xxxxxxxxx (or if such person is unable or unwilling to serve as a member the members of the board of directors of Xxxxxx at Rook immediately prior to the Effective Time Time, each to be a member of the class of the 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 result member immediately prior to the Effective Time; and (y) the four (4) individuals set forth on Exhibit B hereto (provided if either of illness, death, resignation, removal the two (2) individuals appointed by the Jaxx Xesignator (as defined in the Bixxxx Xtockholders Agreement) set forth on Exhibit B is unwilling or any other reason, then the person who succeeded such person unable to serve as a director of Saturn prior Bixxxx, such individual shall be replaced by the Jaxx Xesignator (as defined in the Bixxxx Xtockholders Agreement) in accordance with the definition of “Stockholder Director” in the Bixxxx Xtockholders Agreement, and 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 First Mergerboard of directors of Bixxxx, provided, in each case, that such replacement individual is reasonably acceptable to Rook), each to be a member of the class of the board of directors of Xxxxxx set Bixxxx xet forth opposite such Person’s his or her name (or, in the Amended and Restated Xxxxxx Charter; and (iicase of a replacement, the name of the individual replaced) an individual designated by L (the “Independent Designee”) who satisfies the Independent Designee Requirements and which such individual shall be a member of Class III (as such term is used in the Amended and Restated Xxxxxx Charter). on Exhibit B. Each of the individuals who is or becomes a director of Xxxxxx as Bixxxx xs of the Effective Time in accordance with the foregoing shall continue as a director of Xxxxxx from Bixxxx xrom and after the Effective Time until the earlier of his or her death, resignation or removal or the time at which his or her successor is duly elected and qualified (and in the case of Xx. Xxxxxxxxx and the Independent Designee, in accordance with the Post-Closing Stockholders Agreement)qualified. (b) Prior to the Closing, Xxxxxx shall the board of directors of Bixxxx xhall take all action necessary so that, as of the Effective Time, the officers Executive Chairman of Saturn immediately prior to Rook and the Effective Time President and Chief Executive Officer of Rook as of the date hereof shall be become the officers Executive Chairman of Xxxxxx immediately following Bixxxx xnd the Effective Time President and Chief Executive Officer of Bixxxx, respectively (or if any such individual is unwilling or unable to so serve as an officer of XxxxxxBixxxx, a replacement designated by SaturnRook, provided that such replacement individual is reasonably acceptable to Bixxxx). Each of the individuals who is or becomes an officer of Bixxxx xs of the Effective Time in accordance with the foregoing shall continue as an officer of Bixxxx xrom and after the Effective Time until the earlier of his or her death, resignation or removal or the time at which his or her successor is duly elected or appointed and qualified. (c) Prior to the Closing, the board of directors of Xxxxxx shall Bixxxx xhall take all action necessary so that, as of the Effective Time, the bylaws of Xxxxxx shall Bixxxx xhall have been amended and restated to read in their entirety as set forth on Exhibit B C hereto. The bylaws of XxxxxxBixxxx, as so amended and restated, shall be the bylaws of Xxxxxx from Bixxxx xrom and after the Effective Time until thereafter amended in accordance with its terms, the certificate of incorporation of Xxxxxx and Bixxxx xnd the DGCL, subject to Section 5.105.11. (d) The parties agree that, from and after the Effective Time, the NYSE ticker symbol for the shares of Xxxxxx Common Bixxxx Xommon Stock will be SaturnRook’s ticker symbol as of the date hereof.