Common use of Post-Closing Board of Directors and Executive Officers Clause in Contracts

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary action, including causing the directors of the Purchaser to resign, so that effective as of the Closing, the Purchaser’s board of directors (the “Post-Closing Purchaser Board”) will consist of seven (7) individuals. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Purchaser Board (i) four (4) persons that are designated by the Company prior to the Closing (the “Company Directors”), at least one (1) of whom shall be required to qualify as an independent director under Nasdaq rules, and (ii) three (3) persons that are mutually agreed on by the Company and Purchaser prior to the Closing, all of whom shall be required to qualify as an independent director under Nasdaq rules (the “Purchaser Directors”, and together with the Company Directors, the “Directors” and each individually a “Director”), who shall be required to qualify as an independent director under Nasdaq rules. At or prior to the Closing, the Purchaser will provide each Director with a customary director indemnification agreement, in form and substance reasonably acceptable to such Director.

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary action, including causing the directors of the Purchaser Pubco to resign, so that effective as of the Closing, the PurchaserPubco’s board of directors (the “Post-Closing Purchaser Pubco Board”) will consist of seven (7) individuals. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Purchaser Pubco Board (i) two (2) persons that are designated by JWAC prior to the Closing (the “JWAC Directors”), each of whom shall be required to qualify as an independent director under Nasdaq rules, (ii) four (4) persons that are designated by the Company prior to the Closing (the “Company Directors”), at least one two (12) of whom shall be required to qualify as an independent director under Nasdaq rules, ; and (iiiii) three one (31) persons person that are is mutually agreed on upon and designated by JWAC and the Company and Purchaser prior to the Closing, all of whom shall be required to qualify as an independent director under Nasdaq rules Closing (the “Purchaser Directors”, and together with the Company Directors, the “Directors” and each individually a “Independent Director”), who shall be required to qualify as an independent director under Nasdaq rules. At or prior to the Closing, the Purchaser Pubco will provide each JWAC Director, Company Director and the Independent Director with a customary director indemnification agreement, in form and substance reasonably acceptable to such JWAC Director, Company Director or Independent Director.

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary action, including causing the directors of the Purchaser Pubco to resign, so that effective as of the Closing, the PurchaserPubco’s board of directors (the “Post-Closing Purchaser Pubco Board”) will consist of seven (7) individuals. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Purchaser Pubco Board (i) two (2) persons that are designated by DMAC prior to the Closing (the “DMAC Directors”), each of whom shall be required to qualify as an independent director under Nasdaq rules, (ii) four (4) persons that are designated by the Company prior to the Closing (the “Company Directors”), at least one two (12) of whom shall be required to qualify as an independent director under Nasdaq rules, ; and (iiiii) three one (31) persons person that are is mutually agreed on upon and designated by DMAC and the Company and Purchaser prior to the Closing, all of whom shall be required to qualify as an independent director under Nasdaq rules Closing (the “Purchaser Directors”, and together with the Company Directors, the “Directors” and each individually a “Independent Director”), who shall be required to qualify as an independent director under Nasdaq rules. At or prior to the Closing, the Purchaser Pubco will provide each DMAC Director, Company Director and the Independent Director with a customary director indemnification agreement, in form and substance reasonably acceptable to such DMAC Director, Company Director or Independent Director.

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary action, including causing the directors of the Purchaser to resign, so that effective as of the Closing, the Purchaser’s board of directors (the “Post-Closing Purchaser Board”) will consist of seven nine (79) individuals. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Purchaser Board Board, two (i2) four persons that are designated by the Purchaser prior to the Closing, at least one (41) of whom shall be required to qualify as an independent director under Nasdaq rules (the “Purchaser Director”), and seven (7) persons that are designated by the Company prior to the Closing (the “Company Directors”), at least one (1) of whom shall be required to qualify as an independent director under Nasdaq rules, and (ii) three (3) persons that are mutually agreed on by the Company and Purchaser prior to the Closing, all of whom shall be required to qualify as an independent director under Nasdaq rules (the “Purchaser Directors”, and together with the Company Directors, the “Directors” and each individually a “Director”), who shall be required to qualify as an independent director under Nasdaq rules. At or prior to the Closing, the Purchaser will provide each Director director of Purchaser with a customary director indemnification agreement, in form and substance reasonably acceptable to such Directordirector of Purchaser. Prior to the mailing of the Proxy Statement, the Purchaser and the Company shall mutually agree to each director that will serve on the compensation committee, the audit committee and the nominating committee of the Purchaser’s Board immediately after the Effective Time, based on the qualifications of each director, subject to applicable listing rules of Nasdaq and applicable Law.