Post-Closing Directors and Officers Sample Clauses

Post-Closing Directors and Officers. (a) Redwoods and the Company shall take, or cause to be taken, all actions as may be necessary or appropriate such that effective immediately after the Effective Time, the Redwoods Board shall consist of five (5) directors. The directors shall be divided into three classes, designated Class I, Class II and Class III, the composition of which shall be determined by mutual agreement between Redwoods and the Company following the date of this Agreement. The members of the Redwoods Board are the Persons determined in accordance with Section 5.16(b), Section 5.16(c) and Section 5.16(d). The members of the compensation committee, audit committee and nominating committee of the Redwoods Board are the Persons determined in accordance with Section 5.16(d). The Officers are the Persons determined in accordance with Section 5.16(e). (b) Four (4) individuals, who shall be nominated by the Company, in good-faith after consultation with Redwoods, prior to the effectiveness of the Registration Statement/Proxy Statement, shall be directors on the Redwoods Board immediately after the Effective Time, with such individuals being in the class of directors determined by mutual agreement between Redwoods and the Company following the date of this Agreement and at least one of such individuals being considered an independent director for purposes of the applicable listing rules of the Listing Exchange and applicable Law (the “Company Designees”). No later than 20 days prior to the effectiveness of the Registration Statement/Proxy Statement, the Company may, subject to applicable listing rules of the Listing Exchange and applicable Law, replace the Company Designees with any individuals subject to the mutual agreement of Redwoods and the Company. Redwoods shall take all such action within its power as may be necessary or appropriate to give effect to the Company’s director designations (and its own designations, pursuant to Section 5.16(c)) as of immediately after the Effective Time and for the officers of Redwoods (the “Officers”) as of immediately after the Effective Time to be the individuals determined in accordance with Section 5.16(e). (c) Notwithstanding the Company’s designation rights under Section 5.16(b), one (1) individual, who shall be nominated by the Sponsor, in good-faith after consultation with the Company, prior to the effectiveness of the Registration Statement/Proxy Statement, shall be a director on the Redwoods Board immediately after the Effective Time, with...

Post-Closing Directors and Officers. Subject to the terms of the Acquiror Organizational Documents, Acquiror shall take all such action within its power as may be necessary or appropriate such that immediately following the Closing: (a) the Acquiror Board as of the Closing shall initially include: (i) one or two director nominees to be designated by the Sponsor pursuant to written notice to be delivered to the Company as soon as reasonably practicable following the Original Agreement Date, who shall be reasonably acceptable to the Company; (ii) any number of additional director nominees to be designated by the Company pursuant to written notice to Acquiror following the Original Agreement Date, who shall be selected after reasonable consultation with the Sponsor; and (b) the officers of Acquiror after the Closing shall be as set forth on Schedule 7.05(b) (which schedule may be modified from time to time in the Company’s sole discretion prior to the Closing), who shall serve in such capacity in accordance with the terms of the Acquiror Organizational Documents following the Closing.

Post-Closing Directors and Officers. (a) Subject to applicable listing rules of Nasdaq, applicable Law and the second sentence of Section 6.13(b), not less than five (5) Business Days prior to the Closing Date: (i) the Company shall designate in writing to Acquiror seven (7) Persons that will serve on the Acquiror Board as of immediately following Closing, which shall include the Persons set forth on Section 6.13(a) of the Company Disclosure Schedules; and (ii) Acquiror shall deliver to the Company executed letters of resignation from all members of the Acquiror Board, and all officers of Acquiror, effective immediately prior to the Effective Time, other than any member of the Acquiror Board designated for continued service pursuant to this Section 6.13(a)(ii). (b) For the avoidance of doubt, as of immediately following Closing, the Acquiror Board shall consist of seven (7) directors. Notwithstanding the designation rights of the Parties in Section 6.13(a), not less than a majority of the directors on the Acquiror Board as of immediately following the Closing shall qualify as independent directors in accordance with the Nasdaq listing rules. In the event that any designee designated pursuant to Section 6.13(a) is unable or unwilling to serve, for any reason, as a director on the Acquiror Board at the Effective Time, the Company shall have the right to designate another individual to become a designee in place of such unavailable designee. The designees appointed pursuant to this Section 6.13 shall be assigned to the committees of the Acquiror Board as determined by the Company not less than five (5) Business Days prior to the Closing. (c) The Persons identified on Section 6.13(c) of the Company Disclosure Schedules shall be the officers of Acquiror immediately after the Effective Time, with each such individual holding the title set forth opposite his or her name. In the event that any Person identified on Section 6.13(c) of the Company Disclosure Schedules is unwilling or unable (whether due to death, disability or otherwise) to serve as an officer, then the Company may, subject to applicable listing rules of Nasdaq and applicable Law, replace such individual with another individual to serve as such officer by amending Section 6.13(c) of the Company Disclosure Schedules to include such replacement individual as such Officer. (d) Each Party shall take all such action as may be necessary or appropriate to give effect to the designations set forth in Section 6.13(a), Section 6.13(b) and Section...

Post-Closing Directors and Officers. (a) Parent shall take all such action within its power as may be necessary or appropriate such that effective immediately after the Effective Time (i) the Parent Board shall initially consist of five (5) directors; (ii) the members of the Parent Board are the individuals determined in accordance with Section 5.16(b), Section 5.16(c) and Section 5.16(d); (iii) the members of the compensation committee, audit committee and nominating committee of the Parent Board are the individuals determined in accordance with Section 5.16(e); and (iv) the officers of Parent are the individuals determined in accordance with Section 5.16(f). (b) Parent shall designate three (3) individuals to serve as a director on the Parent Board immediately after the Effective Time. (c) VSee shall designate one individual to serve as a director on the Parent Board immediately after the Effective Time. (d) iDoc shall designate one individual to serve as a director on the Parent Board immediately after the Effective Time. (e) Immediately after the Effective Time, the individuals designated by Parent and the Company Parties shall serve on the committee(s) of the Parent Board. (f) Immediately after the Effective Time, the individuals designated by Parent and the Company Parties shall be the officers of Parent.

Post-Closing Directors and Officers. Acquiror shall take all such action within its power as may be necessary or appropriate such that immediately following the Effective Time: (a) The Persons identified in Schedule II shall be the initial directors and officers, respectively, of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. (b) The Persons identified in Schedule III shall be the initial directors and officers, respectively, of SIM, each to hold office in accordance with the governing documents of SIM. (c) The Acquiror Board shall initially consist of nine (9) directors, which shall be divided into three (3) classes, designated Class I, II and III, with each such class consisting of one-third (1/3) of the total number of directors constituting the entire Acquiror Board. The Chief Executive Officer of Acquiror shall be an initial Class I director of the Acquiror Board (the “CEO Director”). The other initial directors of the Acquiror Board (including the classes for each such director and the initial chairman of the Acquiror Board) shall be determined pursuant to, and in accordance with, the Director Composition and Standstill Agreement. (d) The Persons identified in Schedule IV shall be the initial officers, of Acquiror, each to hold office in accordance with the Acquiror Governing Documents. (e) The nominating committee of the Acquiror Board shall be comprised of three (3) directors, of which two (2) members shall be designated pursuant to, and in accordance with, the Director Composition and Standstill Agreement and the remaining directors serving on the nominating committee shall be independent directors not designated (or deemed designated) by the Panavision Holder Representative or Sponsor pursuant to the Director Composition and Standstill Agreement. (f) The compensation committee of the Acquiror Board shall be comprised of three (3) directors, of which two (2) members shall be designated pursuant to, and in accordance with, the Director Composition and Standstill Agreement and the remaining directors serving on the nominating committee shall consist of the CEO Director and independent directors not designated (or deemed designated) by the Panavision Holder Representative or Sponsor pursuant to the Director Composition and Standstill Agreement. (g) Immediately after the Effective Time, Acquiror shall cause the articles of incorporation and bylaws of SIM to be amended and restated in their entire...

Post-Closing Directors and Officers. (a) Dragoneer shall take all such action within its power as may be necessary or appropriate such that effective immediately after the First Effective Time (i) the Dragoneer Board shall initially consist of the individuals determined in accordance with Section 5.16(b); and (ii) the officers of Dragoneer (the “Officers”) are the individuals determined in accordance with Section 5.16(c). (b) Following the First Effective Time and without limiting the ability for additional directors to be appointed or nominated in accordance with the Investor Rights Agreement, the Dragoneer Certificate of Incorporation and the Dragoneer Bylaws, the Dragoneer Board shall initially consist of (i) the individual that immediately after the First Effective Time will serve as Dragoneer’s Chief Executive Officer as determined in accordance with Section 5.16(c), (ii) upon written notice by the Sponsor to the Company at least ten (10) business days prior to the effectiveness of the Registration Statement / Proxy Statement, one individual designated by Sponsor, who is “independent” and eligible under the listing rules of Nasdaq to serve on the Dragoneer Board’s audit committee or one non-voting board observer designated by the Sponsor and (iii) such additional number of individuals designated by VEP (on behalf of one or more private equity funds that it advises), in each case for individuals eligible to be nominated pursuant to clauses (ii) and (iii) to the extent that such individuals are designated prior to effectiveness of the Registration Statement / Proxy Statement and in each case for any individual referenced in clauses (i)-(iii) to the extent that a director and officer questionnaire has been satisfactorily completed and submitted to Dragoneer and the Company. (c) Immediately after the First Effective Time, the Officers shall be the officers of the Company as of immediately prior to the Mergers.

Post-Closing Directors and Officers. (a) Pubco shall take all such action within its power as may be necessary or appropriate such that, effective immediately after the Purchaser Merger Effective Time, the Pubco Board will consist of five (5) directors: (two) persons that are designated by Purchaser prior to the Closing; both of whom shall be required to qualify as an independent director under the NYSE rules; three (3) persons designated by the Company prior to the Closing, one of whom shall be required to qualify as an independent director under the NYSE rules; provided that the applicable Party shall only designate Person(s) eligible to serve as a director on the Pubco Board in accordance with the applicable corporate governance standards and qualifications set forth by NYSE and any SEC rules, regulations or provisions related to individuals serving on the board of directors of a public company. The structure and composition of the post-Closing Pubco Board will be mutually agreed upon by the Parties prior to the Closing. (b) The individual serving as the chief executive officer of Purchaser immediately after the Closing will be the same individual (in the same office) as that of the Company immediately prior to the Closing. In the event that such chief executive officer is unwilling or unable (whether due to death, disability, termination of service or otherwise) to serve as the chief executive officer, then, prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing Purchaser Holders, Purchaser and the Company may designate another individual to replace such individual to serve as such chief executive officer. The Company may appoint additional qualified persons to serve as officers in other capacities immediately prior to Closing and, in which case, such additional officers shall be the same individuals (and in the same office) immediately following the Closing.

Post-Closing Directors and Officers. (a) To the extent required by Law, the Company shall take, or cause to be taken, all actions as may be necessary or appropriate such that effective after the Effective Time: (i) the Board shall consist of nine (9) directors,; (ii) the directors shall be divided into three classes, designated Class I, II and III, with Class I consisting of three (3) directors, Class II consisting of three (3) directors and Class III consisting of three (3) directors, including the Sponsor Designee; and (iii) the members of the compensation committee and audit committee of the Company Board shall be determined subject to applicable listing rules of NASDAQ, applicable Federal Securities Laws and the requirements of the Israeli Companies Law. (b) The officers of the Company immediately prior to the Effective Time shall be the officers of the Company immediately following the Effective Time.

Post-Closing Directors and Officers. Each of ARYA and the Amber Entities shall take all such action within their respective power as may be necessary or appropriate such that effective immediately after the Closing: (i) the ARYA Board shall consist of seven (7) directors, which shall be divided into three (3) classes, designated Class I, II and III, with Class I consisting of two (2) directors, Class II consisting of two (2) directors and Class III consisting of three (3) directors; (ii) the members of the ARYA Board are the individuals determined in accordance with Section 6.11(b); (iii) the members of the compensation committee, audit committee and nominating committee of the ARYA Board are the individuals determined in accordance with Section 6.11(c); and (iv) the officers of ARYA and the Company (collectively, the “Officers”) are the individuals determined in accordance with Section 6.11(d).