Common use of Directors of Parent Clause in Contracts

Directors of Parent. (a) Prior to the Effective Time the parties will exercise their best efforts such that as of the Effective Time (i) the board of directors of Parent shall consist of nine (9) members, as set forth on Exhibit 1.6 (a) hereto, which Exhibit shall designate the class of directors to which each member shall belong and the applicable committees of the board of directors on which such director will serve, of whom (A) five (5) directors shall have been designated by Parent (each a “Parent Designated Director,” and collectively, the “Parent Designated Directors”); provided that Parent shall have the right to change the Parent Designated Directors designated on Exhibit 1.6(a) prior to the Effective Time only with the prior written consent of the Company, and (B) four (4) directors shall have been designated by the Company, one of which shall include ▇▇▇▇ Tan unless he shall be unable to serve (each a “Company Designated Director,” and collectively, the “Company Designated Directors”); provided that the Company shall have the right to change the Company Designated Directors designated on Exhibit 1.6(a) prior to the Effective Time only with the prior written consent of Parent, and (ii) ▇▇▇▇ Tan shall be the Chairman of the board of directors of Parent. (b) Prior to the Effective Time, the parties will exercise their best efforts such that as of the Effective Time the committees of the board of directors of Parent shall be comprised of such members as contemplated by Exhibit 1.6(a), including that at least one (1) Company Designated Director shall serve on each committee of the board of directors of Parent; provided, however, that such Company Designated Director is determined to be “independent” under applicable rules and regulations of Nasdaq and the SEC. (c) Prior to the Effective Time, Parent will exercise its best efforts such that as of the Effective Time Parent’s bylaws shall have been amended as set forth on Exhibit 1.6

Directors of Parent. (a) Prior to the Effective Time the parties will exercise their best efforts Parent shall take all actions necessary such that that, as of immediately following the First Merger Effective Time (i) Time, the board of directors of Parent Board shall consist of nine twelve (912) members, as set forth on Exhibit 1.6 (a) hereto, which Exhibit shall designate the class of directors to which each member shall belong and the applicable committees of the board of directors on which such director will servedirectors, of whom (i) eight (8) directors shall be designated by Parent, which designees shall consist of (A) five E▇▇▇ ▇▇▇▇▇▇, who shall continue as Chair of the Parent Board, (5B) A▇▇ ▇▇▇▇▇▇▇▇, who shall continue as the Chief Executive Officer of Parent, and (C) six (6) existing directors shall have been of Parent who are independent under the rules and regulations of the NYSE and applicable Canadian Securities Laws as may be designated by Parent by written notice to the Company prior to the time at which the Registration Statement becomes effective under the Securities Act (each a “Parent Designated Director,” and collectively, the “Parent Designated DirectorsDesignees”); provided that Parent shall have the right to change the Parent Designated Directors designated on Exhibit 1.6(a) prior to the Effective Time only with the prior written consent of the Company, and (Bii) four (4) directors shall have been be designated by the Company, one of Company by written notice to Parent prior to the time at which shall include ▇▇▇▇ Tan unless he shall be unable to serve the Registration Statement becomes effective under the Securities Act (each a “Company Designated Director,” and collectively, the “Company Designated DirectorsDesignees”), which Company Designees (x) will be reasonably acceptable to the Nominating and Corporate Governance Committee of the Parent Board (the “Parent Nominating Committee”) (it being understood and agreed that the individuals listed on Schedule 2.7(a) of the Company Disclosure Letter are acceptable to such committee), (y) will be members of the Company Board as of the time of designation by the Company and (z) with respect to at least three (3) of the designees, will be independent under the rules and regulations of the NYSE and applicable Canadian Securities Laws as of immediately following the First Merger Effective Time. Each Company Designee shall provide information reasonably requested by the Nominating and Corporate Governance Committee in connection with assessing eligibility (if applicable pursuant to the immediately preceding sentence), independence and other criteria applicable to directors or satisfying compliance and legal or regulatory obligations and requirements, in each case, relating to their appointment as a director of Parent. In the event that, prior to the Closing, any of the Parent Designees or Company Designees notifies either Party that he or she is unable or unwilling to serve at the First Merger Effective Time, Parent (in the case of Parent Designees) or the Company (in the case of Company Designees), shall promptly designate a replacement Parent Designee or Company Designee, as applicable, in accordance with the foregoing and provide any relevant information about such nominee as the other Party may reasonably request. (b) In the event that the Closing Date occurs prior to the date of Parent’s annual general meeting of holders of Parent Common Shares held during the calendar year ended December 31, 2023 (the “2023 Parent AGM”), Parent shall afford each of the Company Designees then serving on the Parent Board the opportunity to stand for re-election to the Parent Board at the 2023 Parent AGM; provided that (i) the Parent Nominating Committee shall not have determined in good faith following reasonable consultation with the applicable Company shall have the right to change the Designee that such Company Designated Directors designated on Exhibit 1.6(a) prior Designee is no longer reasonably acceptable to the Parent Nominating Committee to serve on the Parent Board as a result of a material adverse development related to such Company Designee (which shall not relate to such Company Designee’s experience, expertise or qualifications) that occurs following (or of which Parent did not have knowledge prior to) the First Merger Effective Time only with the prior written consent of ParentTime, and (ii) ▇▇▇▇ Tan shall be the Chairman of the board of directors of Parent. (b) Prior to the Effective Time, the parties will exercise their best efforts such that as of the Effective Time the committees of the board of directors of Parent shall be comprised of such members as contemplated by Exhibit 1.6(a), including that at least one (1) Company Designated Director shall serve on each committee of the board of directors of Parent; provided, however, that if such Company Designated Director is determined to be “independent” Designee was independent under applicable the rules and regulations of Nasdaq the NYSE and applicable Canadian Securities Laws as of immediately following the SECFirst Merger Effective Time, such Company Designee remains independent under such rules and regulations. In the event that any Company Designee is not nominated for re-election to the Parent Board at the 2023 Parent AGM pursuant to the immediately preceding sentence, the Parent Nominating Committee shall (A) reasonably consult with the other Company Designees in connection with selecting a replacement nominee and (B) consider in good faith the reasonable recommendations of such other Company Designees for the appropriate individual to serve as a replacement nominee. (c) Prior to the First Merger Effective Time, Parent will exercise shall take all actions necessary or appropriate to procure the resignation of any directors serving on the Parent Board who are not Parent Designees (it being understood that such resignation shall not constitute a voluntary termination with respect to any director of Parent or its best efforts such that Subsidiaries) to become effective as of the First Merger Effective Time Parent’s bylaws shall have been amended as set forth on Exhibit 1.6(pursuant to written resignation letters, copies of which will be provided to the Company).