Post-Closing Board Sample Clauses

Post-Closing Board. The Parties shall take all necessary action to cause the Board as of immediately following the Closing to consist of seven (7) directors, of whom (a) one (1) individual shall be designated by PAQC (the “PAQC Designee”), and (b) six (6) individuals shall be designated by the Company (the “Company Designees”) no later than fourteen (14) days prior to the expected effectiveness date of the Registration Statement. Each Company Designee and the PAQC Designee shall meet the director qualification and eligibility criteria of Applicable Law and the listing rules of Nasdaq, and a number of Company Designees shall qualify as independent directors under the listing rules of Nasdaq such that at least three (3) directors as of immediately following the Closing shall qualify as independent directors (as such term is defined under rules of the SEC and Nasdaq). The Company Designees and the PAQC Designee shall be assigned to classes of the Board as set forth on Section 9.06 of the Company Disclosure Schedule.

Post-Closing Board. The initial Buyer Board of Directors (the “Board”) shall consist of nine (9) members, eight (8) of which shall be designated by the Sellers in the Sellers’ sole discretion and one (1) member, who qualifies as independent under the rules set forth by NYSE, shall be designated by the Sponsor (such member to be reasonably acceptable to the Sellers). The membership of the Board shall satisfy all requisite exchange or other requirements with respect to independence, diversity and otherwise.

Post-Closing Board. (a) The Parties shall take all necessary action to cause the Company Board as of immediately following the Closing to comply with Applicable Law and the applicable listing rules (including exemptions applicable to foreign private issuers) of the applicable Qualified Stock Exchange.

Post-Closing Board. The size and composition of the Surviving Company’s Board of Directors shall be constituted in accordance with Section 3.03 of this Agreement.

Post-Closing Board. The Company shall take all necessary action to cause the Company Board to, as of immediately following the Closing, (i) comprise Feridun Hamdullahpur, Joanne Shoveler, Samuel Chau and Calvin Choi as directors, and (ii) meet the director qualification and eligibility criteria under Applicable Laws and the applicable listing rules of the Qualified Stock Exchange, and with at least two (2) directors qualifying as independent directors under the listing rules of the Qualified Stock Exchange. Subject to all Applicable Laws and the memorandum and articles of association of the Company, the Company will in good faith take reasonable steps to procure the aforenamed directors remain directors of the Company Board for at least six (6) months after the Closing Date.

Post-Closing Board. (a) Subject to the terms of Purchaser’s Organizational Documents, Purchaser shall take all such action within its power as may be necessary or appropriate such that as soon as practicable after Purchaser has a Relevant Interest in more than 90% of the Company Shares and the Takeover Offer has become unconditional or is declared by Purchaser to be free of all Conditions, the board of directors of Purchaser shall consist of five (5) members including (i) one member of the board of Purchaser continuing in office from prior to the Effective Time who will be selected by Purchaser, which, if requested by the Company, shall be an independent director within the meaning of Nasdaq Rule 5605(a)(2), and (ii) four directors designated by the Company, with at least two being independent directors within the meaning of Nasdaq Rule 5605(a)(2) (the “Post-Closing Directors”. If the Company does not require the Purchaser nominated member of the board to be an independent director, then the Company will ensure that it has appointed at least three independent directors within the meaning of Nasdaq Rule 5605(a)(2)); (b) With respect to the Post-Closing Directors, Purchaser must procure: (i) Purchaser shareholder approval; (ii) the receipt by P▇▇▇▇▇▇▇▇ of a consent to act as a director of Purchaser from the Post-Closing Directors; and (iii) the finalization of the terms of the Post-Closing Directors’ appointment as an executive director of Purchaser, which shall be substantially similar to those of the other members of Purchaser’s Board of Directors. (c) Section 1.4(a) and (b)‎ are subject always to: (i) a proper board being constituted at all times; and (ii) Purchaser procuring that its appointee to the Company Board does not participate in decisions of Company in relation to the Takeover Bid until after the End Date and a quorum remains for that purpose.

Post-Closing Board. Parent shall take all such action as may be necessary or appropriate such that immediately following the Effective Time, the Post-Closing Board shall consist of eight directors, of which two directors shall be Sponsor Designated Directors, two directors shall be designated by ASL, one shall be the then-serving Chief Executive Officer and three directors shall be initially designated (i) for so long as the ASL and the Sponsor are each entitled to designate at least one director to the Board by mutual agreement of ASL and Sponsor, and (ii) thereafter, by the remaining Board members in accordance with the nomination procedures established by the Board (the “Unaffiliated Designated Directors”).