Surviving Pubco Board definition

Surviving Pubco Board has the meaning specified in Section 9.06.

Surviving Pubco Board means the board of the directors of the Surviving Pubco.

Surviving Pubco Board has the meaning set forth in the Merger Agreement.

Examples of Surviving Pubco Board in a sentence

• In the event a Withdrawing Director was (or was expected to be) (A) an “independent” director for purposes of the Nasdaq listing rules or (B) a qualified member of the audit committee of the Post-Closing Surviving Pubco Board, any Person designated to replace such Withdrawing Director must also be an “independent” director or qualified to serve on the audit committee, as applicable.

• The existing directors of Parent shall have resigned, and the Post-Closing Directors designated pursuant to Section 5.14 shall have been appointed in accordance with the DGCL and the Surviving Pubco Organizational Documents to serve on the Post-Closing Surviving Pubco Board effective as of the Closing.

• The Sponsor shall be entitled to appoint one non-voting observer to the Surviving Pubco Board (which non-voting observer need not be a member of the Surviving Pubco Board).

• The Parties shall take all necessary action to cause the Surviving Pubco Board to comply with the listing standards of Nasdaq.

• The Surviving Pubco Board shall grant the Value Generation RSUs under the Incentive Equity Plan as soon as practicable following the Closing; provided that, for the avoidance of doubt, the Value Generation RSUs shall reduce the initial incentive equity award pool under the Incentive Equity Plan.

• At least a majority of the Post-Closing Surviving Pubco Board shall consist of “independent” directors for the purposes of the Nasdaq listing rules and regulations.

• The Company Designees and the individuals designated by Silver Spike shall be assigned to classes of the Surviving Pubco Board as set forth on ‎Schedule 9.07.

• The Company Designees and the LIVK Designee shall be assigned to classes of the Surviving Pubco Board as set forth on ‎Section 9.06 of the Company Disclosure Schedule; provided, however, that following the date hereof, the Company may designate up to two (2) individuals to the Surviving Pubco Board not set forth on ‎Section 9.06 of the Company Disclosure Schedule.

• In accordance with the Organizational Documents of the Surviving Pubco as in effect as of the Closing, the Parties acknowledge and agree that the Post-Closing Surviving Pubco Board will be a classified board with three classes of directors.

• The existing directors of Thunder Bridge II shall have resigned, and the Post-Closing Directors designated pursuant to Section 5.14 shall have been appointed in accordance with the DGCL and the Surviving Pubco Organizational Documents to serve on the Post-Closing Surviving Pubco Board effective as of the Closing.