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 such individual being in the class of directors determined by mutual agreement between Redwoods and the Company following the date of this Agreement and such individual being considered an independent director for purposes of the applicable listing rules of the Listing Exchange and applicable Law (the “Redwoods Designee”). No later than 20 days prior to the effectiveness of the Registration Statement/Proxy Statement, Redwoods may, subject to applicable listing rules of Listing Exchange and applicable Law, replace the Redwoods Designee with any individual subject to the mutual agreement of Sponsor and the Company. At the closing of the transactions contemplated by this Agreement, the Company and certain shareholders of the Company identified on Section 5.16(c) of the Company Disclosure Schedules will enter into a voting agreement in the form attached hereto as Exhibit F relating to the Sponsor’s right to have a nominee on the Redwoods Board (the “Voting Agreement”). (d) Following the date of this Agreement, and no later than 20 days prior to the effectiveness of the Registration Statement/Proxy Statement, the Company and Redwoods (on behalf of the Sponsor) shall, subject to applicable listing rules of the Listing Exchange and applicable Law, (i) designate three (3) Persons designated by the Company who shall be directors on the Redwoods Board immediately after the Effective Time, with such individuals being in the class of directors as determined by the Company and Redwoods and considered an independent director for purposes of the applicable listing rules of the Listing Exchange and applicable Law (and, 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 and in consultation with Redwoods, agree to replace such Person with any individual), and (ii) mutually agree on the members of the Redwoods Board, as constituted immediately after the Effective Time, who shall be the members of the compensation committee, audit committee and nominating committee of the Redwoods Board immediately after the Effective Time. (e) The Persons identified on Section 5.16(e) of the Company Disclosure Schedules shall be the Officers 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 5.16(e) of the Company Disclosure Schedules is unwilling or unable (whether due to death, disability or otherwise) to serve as an Officer, then, 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 such individual with another individual to serve as such Officer by amending Section 5.16(e) of the Company Disclosure Schedules to include such replacement individual as such Officer. (f) At or prior to the Closing, the Company will (i) purchase a policy or policies providing directors’ and officers’ liability insurance coverage for the benefit of the Redwoods Designee with respect to any acts, errors or omissions occurring on or following the Effective Time that shall provide coverage on terms (with respect to coverage and amount) that are no less advantageous, in the aggregate, than the coverage and terms provided by a policy held by a similarly situated Person, and (ii) provide the Sponsor (on behalf of the Redwoods Designee) with and, subject to the entry into the same by the Redwoods Designee, will enter into a director indemnification agreement with the Redwoods Designee, in a form and substance approved by the Redwoods Board and reasonably acceptable to the Sponsor; provided, however, that in no event shall the terms and conditions of any such director indemnification agreement entered into by such Redwoods Designee be less favorable to the underlying director than those (if any) entered into by Redwoods with any other members of the Redwoods Board.
Appears in 1 contract
Sources: Business Combination Agreement (Redwoods Acquisition Corp.)
Post-Closing Directors and Officers. (a) Redwoods SPAC 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 SPAC Board shall consist of no fewer than five (5) directors. The , including such number of independent directors shall (for purposes of the Exchange Act and the rules promulgated thereunder) as may be divided into three classesrequired by Nasdaq, designated Class I, Class II and Class III, the composition of which independent directors, at least one shall be determined by mutual agreement between Redwoods and meet the Company following “financial expert” requirements of Nasdaq (the date of this Agreement“IFE Directors”). The members of the Redwoods SPAC Board are the Persons determined in accordance with Section 5.16(b), Section 5.16(c) and Section 5.16(d), and such other directors mutually approved by SPAC and the Company that satisfy the requirements hereof and of applicable Law. The members of the compensation committee, audit committee and nominating committee of the Redwoods SPAC Board are the Persons determined in accordance with Section 5.16(d). If the chief executive officer of the Company is designated as a Company Designee, then he or she is the initial chairperson of the SPAC Board. The Officers are the Persons determined in accordance with Section 5.16(e). In the event that the Parties determine to have a “classified board” (as defined by Nasdaq), the class of each director shall be determined by mutual agreement between SPAC and the Company.
(b) Four The two (42) individuals, who shall be nominated by the Company, in good-faith after consultation with Redwoods, prior to the effectiveness individuals identified on Section 5.16(b) of the Registration Statement/Proxy Statement, Company Disclosure Schedules shall be directors on the Redwoods SPAC 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 Time (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 SPAC shall take all such action within its power as may be necessary or appropriate (including, as applicable, (i) by including the applicable Company Designees’ names on the recommended slate of directors that are up for election at SPAC’s annual meeting of stockholders in SPAC’s proxy statement to its stockholders containing proposals for consideration by stockholders at such meeting and (ii) nominating the Company Designees for election to the SPAC Board) 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)Time.
(c) Notwithstanding the Company’s designation rights under Section 5.16(b), one (1the individual identified on Section 5.16(c) individualof the SPAC Disclosure Schedules, 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 SPAC Board immediately after the Effective Time, with such individual being in the class of directors determined by mutual agreement between Redwoods and the Company following the date of this Agreement and such individual being considered an independent director for purposes of the applicable listing rules of the Listing Exchange and applicable Law Time (the “Redwoods SPAC Designee”). No later than 20 days prior to the effectiveness of the Registration Statement/Proxy Statement, Redwoods may, subject to applicable listing rules of Listing Exchange and applicable Law, replace the Redwoods Designee with any individual subject to the mutual agreement of Sponsor and the Company. At the closing of the transactions contemplated by this Agreement, the Company and certain shareholders of the Company identified on Section 5.16(c) of the Company Disclosure Schedules will enter into a voting agreement in the form attached hereto as Exhibit F relating to the Sponsor’s right to have a nominee on the Redwoods Board (the “Voting Agreement”).
(d) Following the date of this Agreement, and no later than 20 days prior to the effectiveness of the Registration Statement/Proxy Statement, the Company and Redwoods SPAC (on behalf of the Sponsor) shall, subject to applicable listing rules of the Listing Exchange Nasdaq and applicable Law, (i) designate three (3) Persons designated by the Company who shall be directors on the Redwoods Board immediately after the Effective Time, consult with such individuals being in the class of directors each other and agree as determined by the Company and Redwoods and considered an independent director for purposes of the applicable listing rules of the Listing Exchange and applicable Law (and, 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 and in consultation with Redwoods, agree to replace such Person with any individual), and (ii) mutually agree on the members of the Redwoods SPAC Board, as constituted immediately after the Effective Time, who shall be the members of the compensation committee, audit committee and nominating committee of the Redwoods SPAC Board immediately after the Effective Time; provided, however, that the audit committee shall contain at least one (1) IFE Director.
(e) The Persons identified on Section 5.16(e) of the Company Disclosure Schedules shall be the Officers officers of the SPAC (the “Officers”) immediately after the Effective Time, with each such individual holding the title set forth opposite his or her name. In SPAC shall take all such action within its power as may be necessary or appropriate to effectuate the event that any Person identified on Section 5.16(e) appointment of the Company Disclosure Schedules is unwilling or unable (whether due to death, disability or otherwise) to serve as an Officer, then, 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 such individual with another individual to serve as such Officer by amending Section 5.16(e) of the Company Disclosure Schedules to include such replacement individual as such OfficerOfficers.
(f) At or prior to the Closing, the Company SPAC will (i) purchase a policy or policies providing directors’ and officers’ liability insurance coverage for the benefit of the Redwoods Designee SPAC Designees, the Company Designees and the Officers with respect to any acts, errors or omissions occurring on or following the Effective Time that shall provide coverage on terms (with respect to coverage and amount) that are no less advantageous, in the aggregate, than the coverage and terms provided by a policy held by a Person similarly situated Personto SPAC (after giving effect to the Closing), and (ii) provide the Sponsor (on behalf of SPAC Designees, the Redwoods Designee) Company Designees and the Officers with and, subject to the entry into the same by the Redwoods DesigneeSPAC Designees, the Company Designees and the Officers, will enter into a director indemnification agreement with such individuals in substantially the Redwoods Designeeform attached hereto as Exhibit J.
(g) Notwithstanding anything in this Section 5.16 to the contrary, in a form and substance approved by the Redwoods Board and reasonably acceptable event that any Person identified, nominated, designated, elected or appointed pursuant to this Section 5.16 is unwilling or unable (whether due to death, disability or otherwise) to serve, then, no later than the later of (i) twenty (20) days prior to the Sponsor; provided, however, that in no event shall the terms and conditions of any such director indemnification agreement entered into by such Redwoods Designee be less favorable to the underlying director than those (if any) entered into by Redwoods with any other members effectiveness of the Redwoods BoardRegistration Statement/Proxy Statement or (ii) five (5) Business Days after the Party who so identified, nominated or designated such Person becomes aware of such unwillingness or inability of such Person to serve, such Person may, subject to applicable listing rules of Nasdaq and applicable Law and the consent of the other Party (such consent not to be unreasonably delayed, withheld or conditioned), replace such individual with another individual in accordance with the other provisions of this Section 5.16.
Appears in 1 contract
Sources: Business Combination Agreement (Phoenix Biotech Acquisition Corp.)
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 Parties 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)) such that effective as of immediately after the Effective Time and for Closing: (i) the officers board of Redwoods directors of STPC (the “OfficersSTPC Board”) shall consist of nine directors; (ii) the Governing Documents of STPC are substantially in the form attached as Exhibit J; (iii) the initial members of immediately after the Effective Time to be STPC Board are the individuals determined in accordance with Section 5.16(e).
(c5.17(b) Notwithstanding the Company’s designation rights under and Section 5.16(b5.17(c), one as applicable; (1iv) 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 such individual being in the class of directors determined by mutual agreement between Redwoods and the Company following the date of this Agreement and such individual being considered an independent director for purposes of the applicable listing rules of the Listing Exchange and applicable Law (the “Redwoods Designee”). No later than 20 days prior to the effectiveness of the Registration Statement/Proxy Statement, Redwoods may, subject to applicable listing rules of Listing Exchange and applicable Law, replace the Redwoods Designee with any individual subject to the mutual agreement of Sponsor and the Company. At the closing of the transactions contemplated by this Agreement, the Company and certain shareholders of the Company identified on Section 5.16(c) of the Company Disclosure Schedules will enter into a voting agreement in the form attached hereto as Exhibit F relating to the Sponsor’s right to have a nominee on the Redwoods Board (the “Voting Agreement”).
(d) Following the date of this Agreement, and no later than 20 days prior to the effectiveness of the Registration Statement/Proxy Statement, the Company and Redwoods (on behalf of the Sponsor) shall, subject to applicable listing rules of the Listing Exchange and applicable Law, (i) designate three (3) Persons designated by the Company who shall be directors on the Redwoods Board immediately after the Effective Time, with such individuals being in the class of directors as determined by the Company and Redwoods and considered an independent director for purposes of the applicable listing rules of the Listing Exchange and applicable Law (and, 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 and in consultation with Redwoods, agree to replace such Person with any individual), and (ii) mutually agree on the members of the Redwoods Board, as constituted immediately after the Effective Time, who shall be the initial members of the compensation committee, audit committee and nominating committee of the Redwoods STPC Board immediately after are the Effective Timeindividuals determined in accordance with Section 5.17(d); and (v) the officers of STPC are the individuals determined in accordance with Section 5.17(e).
(b) Within forty-five (45) days of the date hereof, STPC shall provide to the Company a list of two (2) Persons who shall be directors on the STPC Board effective as of the Closing (the “Sponsor Directors”). STPC may, with the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), replace any such individual with any other individual prior to the filing of the Registration Statement / Proxy Statement with the SEC by amending such list to include such replacement individual. Notwithstanding the foregoing, at least one of the individuals designated to the STPC Board pursuant to this Section 5.17(b) must be an Independent Director, and in each case if the requirements set forth in this sentence are not met, STPC shall omit from the Registration Statement / Proxy Statement any such nominee, and such nomination shall be disregarded and no vote on such nominee will occur, notwithstanding that proxies in respect of such vote may have been received by STPC.
(c) Within forty-five (45) days of the date hereof, the Company shall provide to STPC a list of seven (7) Persons who shall be directors on the STPC Board effective as of the Closing (the “Company Directors”). The Company may, with the prior written consent of STPC (such consent not to be unreasonably withheld, conditioned or delayed), replace any such individual with any other individual prior to the filing of the Registration Statement / Proxy Statement with the SEC by amending such list to include such replacement individual. Notwithstanding the foregoing, (i) at least five (5) of the individuals designated to the STPC Board pursuant to this Section 5.17(c) must be Independent Directors and at least two (2) of such individuals (which may, for the avoidance of doubt, include an Independent Director) must also qualify as independent under the audit committee independence requirements set forth in the rules of any stock exchange applicable to STPC, and in each case if the requirements set forth in this sentence are not met, STPC shall omit from its proxy materials any such nominee, and such nomination shall be disregarded and no vote on such nominee will occur, notwithstanding that proxies in respect of such vote may have been received by STPC and (ii) one (1) of the individuals designated to the STPC Board pursuant to this Section 5.17(c) must be the chief executive officer of the Company.
(d) STPC and the Company shall mutually agree (such agreement not to be unreasonably withheld, conditioned, or delayed by either the Company or STPC) on the directors to be appointed to the audit, compensation and nominating committees prior to the filing of the Registration Statement / Proxy Statement with the SEC; provided that unless otherwise consented to by STPC, there shall be at least one Sponsor appointed to each committee.
(e) The Persons identified on Section 5.16(e5.17(e) of the Company Disclosure Schedules shall be the Officers officers of STPC immediately after the Effective TimeClosing, with each such individual holding the title set forth opposite his or her name. In STPC and the event that Company may mutually agree (such agreement not to be unreasonably withheld, conditioned or delayed by either the Company or STPC) to replace any Person identified individual set forth on Section 5.16(e5.17(e) of the Company Disclosure Schedules is unwilling or unable (whether due to death, disability or otherwise) to serve as an Officer, then, no later than 20 days with any individual prior to the effectiveness filing of the Registration Statement/Statement / Proxy Statement, Statement with the Company may, subject to applicable listing rules of the Listing Exchange and applicable Law, replace such individual with another individual to serve as such Officer SEC by amending Section 5.16(e) of the Company Disclosure Schedules such Schedule to include such replacement individual as such Officerindividual.
(f) At or prior to the Closing, the Company will (i) purchase a policy or policies providing directors’ and officers’ liability insurance coverage for the benefit of the Redwoods Designee with respect to any acts, errors or omissions occurring on or following the Effective Time that shall provide coverage on terms (with respect to coverage and amount) that are no less advantageous, in the aggregate, than the coverage and terms provided by a policy held by a similarly situated Person, and (ii) provide the Sponsor (on behalf of the Redwoods Designee) with and, subject to the entry into the same by the Redwoods Designee, will enter into a director indemnification agreement with the Redwoods Designee, in a form and substance approved by the Redwoods Board and reasonably acceptable to the Sponsor; provided, however, that in no event shall the terms and conditions of any such director indemnification agreement entered into by such Redwoods Designee be less favorable to the underlying director than those (if any) entered into by Redwoods with any other members of the Redwoods Board.
Appears in 1 contract
Sources: Merger Agreement (Star Peak Corp II)
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 Pubco 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 such that effective immediately after the SPAC Merger Effective Time Time, the Pubco Board will consist of nine (9) directors, (i) eight (8) of whom shall be designated by the Company and for (i) one (1) of whom shall be designated by M3. The Sponsor and the officers of Redwoods (Company shall elect or otherwise cause the “Officers”) as of immediately after the Effective Time to be the individuals determined Persons designated in accordance with Section 5.16(e).
5.16(a) of the Company Disclosure Schedule (c) Notwithstanding which for the Company’s designation rights under avoidance of doubt, may be amended from time to time in accordance with Section 5.16(b), one (1) individual, who shall be nominated by 8.3; provided that no such amendment has the Sponsor, in good-faith after consultation with the Company, prior to effect of materially delaying the effectiveness or the mailing of the Registration Statement/Proxy Statement) to comprise the entire Pubco Board, shall be a director on effective upon the Redwoods Board immediately after the SPAC Merger Effective Time, with such individual being in the class of directors determined by mutual agreement between Redwoods and the Company following the date of this Agreement and such individual being considered an independent director for purposes of the applicable listing rules of the Listing Exchange and applicable Law .
(the “Redwoods Designee”). No later than 20 days prior to the effectiveness of the Registration Statement/Proxy Statement, Redwoods may, subject to applicable listing rules of Listing Exchange and applicable Law, replace the Redwoods Designee with any individual subject to the mutual agreement of Sponsor and the Company. At the closing of the transactions contemplated by this Agreement, the Company and certain shareholders of the Company identified b) The Persons set forth on Section 5.16(c5.16(a) of the Company Disclosure Schedules will enter into Schedule shall be eligible to serve as a voting agreement in the form attached hereto as Exhibit F relating to the Sponsor’s right to have a nominee director on the Redwoods Pubco Board (in accordance with the “Voting Agreement”)applicable corporate governance standards and qualifications set forth by Nasdaq and any SEC rules, regulations or provisions related to individuals serving on the board of directors of a public company.
(dc) Following the date of this Agreement, and no later than 20 days prior to the effectiveness of the Registration Statement/Proxy StatementM3, the Company and Redwoods (on behalf of Pubco shall cause the SponsorPersons designated in accordance with Section 5.16(a) to, and such Persons shall, subject comply and cooperate with and satisfy all requests and requirements made pursuant to applicable listing rules any Governmental Entity, including Nasdaq and any SEC rules, regulations or provisions related to individuals serving on the board of directors of a public company in connection with the Listing Exchange foregoing, including by furnishing all requested information, providing reasonable assistance in connection with the preparation of any required applications, notices and applicable Lawregistrations and requests and otherwise facilitating access to and making individuals available with respect to any discussions or hearings. In the event an individual designated in accordance with Section 5.16(a) does not satisfy any requirement of a Governmental Entity to serve as a director, then (i) designate three (3) Persons designated by the Company who there shall be directors on the Redwoods Board immediately after the Effective Time, with no obligation to appoint such individuals being in the class of directors as determined by the Company and Redwoods and considered an independent director for purposes of the applicable listing rules of the Listing Exchange and applicable Law (and, no later than 20 days prior individual pursuant to the effectiveness of the Registration Statement/Proxy Statement, the Company may, subject to applicable listing rules of the Listing Exchange and applicable Law and in consultation with Redwoods, agree to replace such Person with any individualSection 5.16(a), and (ii) mutually agree on the members Company or M3, as applicable, shall be entitled to designate a replacement director in lieu of such person; provided, further, that in no event shall Closing be delayed or postponed in connection with or as a result of the Redwoods Board, foregoing.
(d) The individual serving as constituted the chief executive officer of the Company immediately after the Effective Time, who shall Closing will be the members of same individual (in the compensation committee, audit committee and nominating committee of the Redwoods Board immediately after the Effective Time.
(esame office) The Persons identified on Section 5.16(e) as that of the Company Disclosure Schedules shall be immediately prior to the Officers immediately after the Effective Time, with each such individual holding the title set forth opposite his or her nameClosing. In the event that any Person identified on Section 5.16(e) of the Company Disclosure Schedules such chief executive officer is unwilling or unable (whether due to death, disability disability, termination of service or otherwise) to serve as an Officerthe chief executive officer, then, no later than 20 days prior to the effectiveness mailing of the Registration Statement/Proxy StatementStatement to the Pre-Closing M3 Holders, M3 and the Company may, subject may designate another individual to applicable listing rules of the Listing Exchange and applicable Law, replace such individual with another individual to serve as such Officer by amending Section 5.16(e) of the chief executive officer. The Company Disclosure Schedules may appoint additional qualified persons to include such replacement individual serve as such Officer.
(f) At or 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, the Company will (i) purchase a policy or policies providing directors’ and officers’ liability insurance coverage for the benefit of the Redwoods Designee with respect to any acts, errors or omissions occurring on or following the Effective Time that shall provide coverage on terms (with respect to coverage and amount) that are no less advantageous, in the aggregate, than the coverage and terms provided by a policy held by a similarly situated Person, and (ii) provide the Sponsor (on behalf of the Redwoods Designee) with and, subject to the entry into the same by the Redwoods Designee, will enter into a director indemnification agreement with the Redwoods Designee, in a form and substance approved by the Redwoods Board and reasonably acceptable to the Sponsor; provided, however, that in no event shall the terms and conditions of any such director indemnification agreement entered into by such Redwoods Designee be less favorable to the underlying director than those (if any) entered into by Redwoods with any other members of the Redwoods Board.
Appears in 1 contract
Sources: Business Combination Agreement (M3-Brigade Acquisition v Corp.)
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 Parties 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)) such that effective as of immediately after the Effective Time and for Closing: (i) the officers board of Redwoods directors of STPK (the “OfficersSTPK Board”) shall consist of seven directors; (ii) the Governing Documents of STPK are substantially in the form attached as Exhibit J; (iii) the initial members of immediately after the Effective Time to be STPK Board are the individuals determined in accordance with Section 5.16(e).
(c5.17(b) Notwithstanding the Company’s designation rights under and Section 5.16(b5.17(c), one as applicable; (1iv) 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 such individual being in the class of directors determined by mutual agreement between Redwoods and the Company following the date of this Agreement and such individual being considered an independent director for purposes of the applicable listing rules of the Listing Exchange and applicable Law (the “Redwoods Designee”). No later than 20 days prior to the effectiveness of the Registration Statement/Proxy Statement, Redwoods may, subject to applicable listing rules of Listing Exchange and applicable Law, replace the Redwoods Designee with any individual subject to the mutual agreement of Sponsor and the Company. At the closing of the transactions contemplated by this Agreement, the Company and certain shareholders of the Company identified on Section 5.16(c) of the Company Disclosure Schedules will enter into a voting agreement in the form attached hereto as Exhibit F relating to the Sponsor’s right to have a nominee on the Redwoods Board (the “Voting Agreement”).
(d) Following the date of this Agreement, and no later than 20 days prior to the effectiveness of the Registration Statement/Proxy Statement, the Company and Redwoods (on behalf of the Sponsor) shall, subject to applicable listing rules of the Listing Exchange and applicable Law, (i) designate three (3) Persons designated by the Company who shall be directors on the Redwoods Board immediately after the Effective Time, with such individuals being in the class of directors as determined by the Company and Redwoods and considered an independent director for purposes of the applicable listing rules of the Listing Exchange and applicable Law (and, 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 and in consultation with Redwoods, agree to replace such Person with any individual), and (ii) mutually agree on the members of the Redwoods Board, as constituted immediately after the Effective Time, who shall be the initial members of the compensation committee, audit committee and nominating committee of the Redwoods STPK Board immediately after are the Effective Timeindividuals determined in accordance with Section 5.17(d); and (v) the officers of STPK are the individuals determined in accordance with Section 5.17(e).
(b) Within thirty (30) days of the date hereof, STPK shall provide to the Company a list of two Persons, one of which shall be designated as a Class II Director and one of which shall be designated as a Class III Director (each as defined in the Governing Documents of STPK), respectively on the STPK Board effective as of the Closing (the “Sponsor Directors”). STPK may, with the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), replace any such individual with any other individual prior to the filing of the Registration Statement / Proxy Statement with the SEC by amending such list to include such replacement individual. Notwithstanding the foregoing, at least one of individuals designated to the STPK Board pursuant to this Section 5.17(b) must be an Independent Director, and in each case if the requirements set forth in this sentence are not met, STPK shall omit from the Registration Statement / Proxy Statement any such nominee, and such nomination shall be disregarded and no vote on such nominee will occur, notwithstanding that proxies in respect of such vote may have been received by STPK.
(c) Within thirty (30) days of the date hereof, the Company shall provide to STPK a list of five (5) Persons who shall be directors on the STPK Board effective as of the Closing (the “Company Directors”). The Company may, with the prior written consent of STPK (such consent not to be unreasonably withheld, conditioned or delayed), replace any such individual with any other individual prior to the filing of the Registration Statement / Proxy Statement with the SEC by amending such list to include such replacement individual. Notwithstanding the foregoing, (i) at least three (3) of the individuals designated to the STPK Board pursuant to this Section 5.17(c) must be Independent Directors and at least two (2) of such individuals (which may, for the avoidance of doubt, include an Independent Director) must also qualify as independent under the audit committee independence requirements set forth in the rules of any stock exchange applicable to STPK, and in each case if the requirements set forth in this sentence are not met, STPK shall omit from its proxy materials any such nominee, and such nomination shall be disregarded and no vote on such nominee will occur, notwithstanding that proxies in respect of such vote may have been received by STPK and (ii) one (1) of the individuals designated to the STPK Board pursuant to this Section 5.17(c) must be the chief executive officer of the Company.
(d) STPK and the Company shall mutually agree (such agreement not to be unreasonably withheld, conditioned, or delayed by either the Company or STPK) on the directors to be appointed to the audit, compensation and nominating committees prior to the filing of the Registration Statement / Proxy Statement with the SEC; provided, that unless otherwise consented to by STPK, there shall be at least one Sponsor appointed to each committee.
(e) The Persons identified on Section 5.16(e5.17(e) of the Company Disclosure Schedules shall be the Officers officers of STPK immediately after the Effective TimeClosing, with each such individual holding the title set forth opposite his or her name. In STPK and the event that Company may mutually agree (such agreement not to be unreasonably withheld, conditioned or delayed by either the Company or STPK) to replace any Person identified individual set forth on Section 5.16(e5.17(e) of the Company Disclosure Schedules is unwilling or unable (whether due to death, disability or otherwise) to serve as an Officer, then, no later than 20 days with any individual prior to the effectiveness filing of the Registration Statement/Statement / Proxy Statement, Statement with the Company may, subject to applicable listing rules of the Listing Exchange and applicable Law, replace such individual with another individual to serve as such Officer SEC by amending Section 5.16(e) of the Company Disclosure Schedules such Schedule to include such replacement individual as such Officerindividual.
(f) At or prior to the Closing, the Company will (i) purchase a policy or policies providing directors’ and officers’ liability insurance coverage for the benefit of the Redwoods Designee with respect to any acts, errors or omissions occurring on or following the Effective Time that shall provide coverage on terms (with respect to coverage and amount) that are no less advantageous, in the aggregate, than the coverage and terms provided by a policy held by a similarly situated Person, and (ii) provide the Sponsor (on behalf of the Redwoods Designee) with and, subject to the entry into the same by the Redwoods Designee, will enter into a director indemnification agreement with the Redwoods Designee, in a form and substance approved by the Redwoods Board and reasonably acceptable to the Sponsor; provided, however, that in no event shall the terms and conditions of any such director indemnification agreement entered into by such Redwoods Designee be less favorable to the underlying director than those (if any) entered into by Redwoods with any other members of the Redwoods Board.
Appears in 1 contract
Sources: Merger Agreement (Star Peak Energy Transition Corp.)
Post-Closing Directors and Officers. (a) Redwoods and the Company Pathfinder shall take, take or cause to be taken, taken all actions as may be necessary or reasonably appropriate such that effective immediately after the Effective Time, : (i) the Redwoods Pathfinder Board shall initially consist of five (5) up to 10 directors. The directors , which shall be divided into three (3) 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, III consisting of up to four (4) directors; (ii) 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 Pathfinder 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(e4.16(b).
; (ciii) 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 such individual being in the class of directors determined by mutual agreement between Redwoods and the Company following the date of this Agreement and such individual being considered an independent director for purposes of the applicable listing rules of the Listing Exchange and applicable Law (the “Redwoods Designee”). No later than 20 days prior to the effectiveness of the Registration Statement/Proxy Statement, Redwoods may, subject to applicable listing rules of Listing Exchange and applicable Law, replace the Redwoods Designee with any individual subject to the mutual agreement of Sponsor and the Company. At the closing of the transactions contemplated by this Agreement, the Company and certain shareholders of the Company identified on Section 5.16(c) of the Company Disclosure Schedules will enter into a voting agreement in the form attached hereto as Exhibit F relating to the Sponsor’s right to have a nominee on the Redwoods Board (the “Voting Agreement”).
(d) Following the date of this Agreement, and no later than 20 days prior to the effectiveness of the Registration Statement/Proxy Statement, the Company and Redwoods (on behalf of the Sponsor) shall, subject to applicable listing rules of the Listing Exchange and applicable Law, (i) designate three (3) Persons designated by the Company who shall be directors on the Redwoods Board immediately after the Effective Time, with such individuals being in the class of directors as determined by the Company and Redwoods and considered an independent director for purposes of the applicable listing rules of the Listing Exchange and applicable Law (and, 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 and in consultation with Redwoods, agree to replace such Person with any individual), and (ii) mutually agree on the members of the Redwoods Board, as constituted immediately after the Effective Time, who shall be the members of the compensation committee, audit committee and nominating committee of the Redwoods Pathfinder Board are the individuals determined in accordance with Section 4.16(c); and (iv) the officers of Pathfinder (the “Officers”) are the individuals determined in accordance with Section 4.16(d).
(b) The individuals identified on Section 4.16(b) of the Company Disclosure Schedules shall be directors on the Pathfinder Board immediately after the Effective Time, with up to nine (9) individuals being deemed designated by each, a Silver Lake LP as set forth opposite his or her name as a “Silver Lake Designee” and being in the class of directors set forth opposite his or her name (the “Silver Lake Designee”) and one individual being deemed designated by the Sponsor as set forth opposite his or her name as a “Sponsor Designee” and being in the class of directors set forth opposite his or her name (the “Sponsor Designee”). Prior to the time at which the Registration Statement / Proxy Statement is declared effective under the Securities Act, (i) Silver Lake LP may in its sole discretion add directors to complete the list (subject to the cap of nine (9) directors so identified) or replace any Silver Lake Designee with any individual by written notice to Pathfinder and the Sponsor and, upon Silver Lake LP so giving written notice of the replacement of such Silver Lake Designee, Section 4.16(b) of the Company Disclosure Schedules shall automatically be deemed amended to include such replacement individual as a Silver Lake Designee in lieu of, and to serve in the same class of directors as, the individual so replaced, and (ii) the Sponsor may give written notice of its intent to replace the Sponsor Designee to the Company and, upon the Sponsor so giving written notice of its intent to replace the Sponsor Designee and the written approval of such proposed replacement by the Company (such approval not to be unreasonably withheld, conditioned or delayed), Section 4.16(b) of the Company Disclosure Schedules shall automatically be deemed amended to include such replacement individual as the Sponsor Designee in lieu of, and to serve in the same class of directors as, the individual so replaced. Notwithstanding the foregoing or anything to the contrary herein, unless otherwise agreed in writing by Pathfinder prior to the Closing, at least the required number of directors required to be “independent directors” immediately after the Effective Time under the listing rules of the Designated Exchange shall be Silver Lake Designee.
(ec) The Persons Immediately following the Effective Time, the seven (7) individuals identified on Section 5.16(e4.16(c) of the Company Disclosure Schedules shall serve as a member of the committee of the Pathfinder Board specified next to such individual’s name, subject to applicable listing rules of the Designated Exchange and applicable Law. In the event that any such individuals identified on Section 4.16(c) of the Company Disclosure Schedules is replaced as a designee pursuant to Section 4.16(b), then, the Company may designate another individual that will serve as a director of Pathfinder immediately following the Effective Time to replace such individual to serve on such committee of the Pathfinder Board.
(d) The individuals identified on Section 4.16(d) of the Company Disclosure Schedules shall be the Officers immediately after the Effective TimeTime designated by Pathfinder and the Company, with each such individual holding the title set forth opposite his or her name. In the event that any Person such individuals identified on Section 5.16(e4.16(d) of the Company Disclosure Schedules is unwilling or unable (whether due to death, disability disability, termination of service or otherwise) to serve as an Officer, then, no later than 20 days prior to the effectiveness of the Registration Statement/Proxy Statement, the Company may, subject may designate another individual to applicable listing rules of the Listing Exchange and applicable Law, replace such individual with another individual to serve as such Officer by amending Section 5.16(e4.16(d) of the Company Disclosure Schedules to include such replacement individual as such Officer.
(f) At or prior to the Closing, the Company will (i) purchase a policy or policies providing directors’ and officers’ liability insurance coverage for the benefit of the Redwoods Designee with respect to any acts, errors or omissions occurring on or following the Effective Time that shall provide coverage on terms (with respect to coverage and amount) that are no less advantageous, in the aggregate, than the coverage and terms provided by a policy held by a similarly situated Person, and (ii) provide the Sponsor (on behalf of the Redwoods Designee) with and, subject to the entry into the same by the Redwoods Designee, will enter into a director indemnification agreement with the Redwoods Designee, in a form and substance approved by the Redwoods Board and reasonably acceptable to the Sponsor; provided, however, that in no event shall the terms and conditions of any such director indemnification agreement entered into by such Redwoods Designee be less favorable to the underlying director than those (if any) entered into by Redwoods with any other members of the Redwoods Board.
Appears in 1 contract
Sources: Business Combination Agreement (Pathfinder Acquisition Corp)
Post-Closing Directors and Officers. (a) Redwoods SPAC 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 SPAC Board shall consist of no fewer than five (5) directors. The , including such number of independent directors shall (for purposes of the Exchange Act and the rules promulgated thereunder) as may be divided into three classesrequired by Nasdaq, designated Class I, Class II and Class III, the composition of which independent directors, at least one shall be determined by mutual agreement between Redwoods and meet the Company following “financial expert” requirements of Nasdaq (the date of this Agreement“IFE Directors”). The members of the Redwoods SPAC Board are the Persons determined in accordance with Section 5.16(b), Section 5.16(c) and Section 5.16(d), and such other directors mutually approved by SPAC and the Company that satisfy the requirements hereof and of applicable Law. The members of the compensation committee, audit committee and nominating committee of the Redwoods SPAC 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). In the event that the Parties determine to have a “classified board” (as defined by Nasdaq), the class of each director shall be determined by mutual agreement between SPAC and the Company.
(b) Four (4The individual identified on Section 5.16(b) individuals, who of the Company Disclosure Schedules 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 a director on the Redwoods SPAC 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 Time (the “Company DesigneesDesignee”). 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 SPAC shall take all such action within its power as may be necessary or appropriate (including, as applicable, (i) by including the applicable Company Designee’s name on the recommended slate of directors that are up for election at SPAC’s annual meeting of stockholders in SPAC’s proxy statement to its stockholders containing proposals for consideration by stockholders at such meeting and (ii) nominating the Company Designee for election to the SPAC Board) 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)Time.
(c) Notwithstanding the Company’s designation rights under Section 5.16(b), one (1the individuals identified on Section 5.16(c) individualof the SPAC Disclosure Schedules, 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 directors on the Redwoods SPAC Board immediately after the Effective Time, with such individual being in the class of directors determined by mutual agreement between Redwoods and the Company following the date of this Agreement and such individual being considered an independent director for purposes of the applicable listing rules of the Listing Exchange and applicable Law Time (the “Redwoods Designee”). No later than 20 days prior to the effectiveness of the Registration Statement/Proxy Statement, Redwoods may, subject to applicable listing rules of Listing Exchange and applicable Law, replace the Redwoods Designee with any individual subject to the mutual agreement of Sponsor and the Company. At the closing of the transactions contemplated by this Agreement, the Company and certain shareholders of the Company identified on Section 5.16(c) of the Company Disclosure Schedules will enter into a voting agreement in the form attached hereto as Exhibit F relating to the Sponsor’s right to have a nominee on the Redwoods Board (the “Voting AgreementSPAC Designees”).
(d) Following the date of this Agreement, and no later than 20 days prior to the effectiveness of the Registration Statement/Proxy Statement, the Company and Redwoods SPAC (on behalf of the Sponsor) shall, subject to applicable listing rules of the Listing Exchange Nasdaq and applicable Law, (i) designate three (3) Persons designated by the Company who shall be directors on the Redwoods Board immediately after the Effective Time, consult with such individuals being in the class of directors each other and agree as determined by the Company and Redwoods and considered an independent director for purposes of the applicable listing rules of the Listing Exchange and applicable Law (and, 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 and in consultation with Redwoods, agree to replace such Person with any individual), and (ii) mutually agree on the members of the Redwoods SPAC Board, as constituted immediately after the Effective Time, who shall be the members of the compensation committee, audit committee and nominating committee of the Redwoods SPAC Board immediately after the Effective Time; provided, however, that the audit committee shall contain at least one (1) IFE Director.
(e) The Persons identified on Section 5.16(e) of 5.16(e)of the Company Disclosure Schedules shall be the Officers officers of the SPAC (the “Officers”) immediately after the Effective Time, with each such individual holding the title set forth opposite his or her name. In SPAC shall take all such action within its power as may be necessary or appropriate to effectuate the event that any Person identified on Section 5.16(e) appointment of the Company Disclosure Schedules is unwilling or unable (whether due to death, disability or otherwise) to serve as an Officer, then, 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 such individual with another individual to serve as such Officer by amending Section 5.16(e) of the Company Disclosure Schedules to include such replacement individual as such OfficerOfficers.
(f) At or prior to the Closing, the Company SPAC will (i) purchase a policy or policies providing directors’ and officers’ liability insurance coverage for the benefit of the Redwoods SPAC Designees, the Company Designee and the Officers with respect to any acts, errors or omissions occurring on or following the Effective Time that shall provide coverage on terms (with respect to coverage and amount) that are no less advantageous, in the aggregate, than the coverage and terms provided by a policy held by a Person similarly situated Personto SPAC (after giving effect to the Closing), and (ii) provide the Sponsor (on behalf of SPAC Designees, the Redwoods Designee) Company Designee and the Officers with and, subject to the entry into the same by the Redwoods DesigneeSPAC Designees, the Company Designee and the Officers, will enter into a director indemnification agreement with the Redwoods Designeesuch individuals, in a form and substance approved by the Redwoods Board and reasonably acceptable satisfactory to the Sponsor; provided, however, that Parties.
(g) Notwithstanding anything in no event shall the terms and conditions of any such director indemnification agreement entered into by such Redwoods Designee be less favorable this Section 5.16 to the underlying director contrary, in the event that any Person identified, nominated, designated, elected or appointed pursuant to this Section 5.16 is unwilling or unable (whether due to death, disability or otherwise) to serve, then, no later than those the later of (if anyi) entered into by Redwoods with any other members twenty (20) days prior to the effectiveness of the Redwoods BoardRegistration Statement/Proxy Statement or (ii) five (5) Business Days after the Party who so identified, nominated or designated such Person becomes aware of such unwillingness or inability of such Person to serve, such Person may, subject to applicable listing rules of Nasdaq and applicable Law and the consent of the other Party (such consent not to be unreasonably delayed, withheld or conditioned), replace such individual with another individual in accordance with the other provisions of this Section 5.16.
Appears in 1 contract
Sources: Business Combination Agreement (Phoenix Biotech Acquisition Corp.)
Post-Closing Directors and Officers. (a) Redwoods and Subject to applicable Law, the Company Parties shall take, or cause to be taken, take all actions such action as may be necessary or reasonably appropriate such that effective immediately after as of the Effective Time, : (i) the Redwoods Cascadia Board shall consist of five seven (57) directors. The , each of whom shall, subject to Section 5.19(b), be determined in the sole discretion of the Company, with such directors shall be divided into three classes, designated Class I, Class II and Class III, the composition of which shall with such classes to 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 as nearly equal 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)number as possible.
(b) Four (4The individual identified on Section 5.19(b) 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, Cascadia Disclosure Schedules shall be a director on the Redwoods Cascadia Board immediately after the Effective Time, with such individual being in the class of directors determined by mutual agreement between Redwoods and the Company following the date of this Agreement and such individual being considered an independent director for purposes of the applicable listing rules of the Listing Exchange and applicable Law Class III (the “Redwoods Cascadia Designee”). No later than 20 days prior Prior to the effectiveness of time at which the Registration Statement/Statement / Proxy StatementStatement is declared effective under the Securities Act, Redwoods Cascadia may, subject to applicable listing rules of Listing Exchange and applicable Lawby giving the Company written notice, replace the Redwoods Cascadia Designee with any individual subject that is reasonably acceptable to the mutual agreement of Sponsor and the Company. At the closing Company and, upon Cascadia so giving notice of the transactions contemplated by this Agreement, the Company and certain shareholders replacement of the Company identified on Cascadia Designee, Section 5.16(c5.19(b) of the Company Disclosure Schedules will enter into a voting agreement in the form attached hereto as Exhibit F relating to the Sponsor’s right to have a nominee on the Redwoods Board (the “Voting Agreement”).
(d) Following the date of this Agreement, and no later than 20 days prior to the effectiveness of the Registration Statement/Proxy Statement, the Company and Redwoods (on behalf of the Sponsor) shall, subject to applicable listing rules of the Listing Exchange and applicable Law, (i) designate three (3) Persons designated by the Company who shall be directors on the Redwoods Board immediately after the Effective Time, with such individuals being in the class of directors as determined by the Company and Redwoods and considered an independent director for purposes of the applicable listing rules of the Listing Exchange and applicable Law (and, 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 and in consultation with Redwoods, agree to replace such Person with any individual), and (ii) mutually agree on the members of the Redwoods Board, as constituted immediately after the Effective Time, who shall be the members of the compensation committee, audit committee and nominating committee of the Redwoods Board immediately after the Effective Time.
(e) The Persons identified on Section 5.16(e) of the Company Cascadia Disclosure Schedules shall automatically be the Officers 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 5.16(e) of the Company Disclosure Schedules is unwilling or unable (whether due to death, disability or otherwise) to serve as an Officer, then, 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 such individual with another individual to serve as such Officer by amending Section 5.16(e) of the Company Disclosure Schedules deemed amended to include such replacement individual as such Officerthe Cascadia Designee in lieu of, and to serve in the same class of directors as, the individual so replaced.
(fc) At Notwithstanding the foregoing or prior anything to the Closingcontrary herein, unless otherwise agreed in writing by ▇▇▇▇▇▇▇▇ and the Company, the Company will (i) purchase a policy or policies providing directors’ and officers’ liability insurance coverage for the benefit of the Redwoods Designee with respect to any acts, errors or omissions occurring on or following Cascadia Board at the Effective Time must include a sufficient number of directors that qualify as “independent directors” (as defined in Nasdaq rule 5605(a)(2)) to meet the number and qualifications to serve on all independent committees required by Nasdaq.
(d) The Parties shall provide coverage on terms (with respect take all action necessary, including causing the executive officers of ▇▇▇▇▇▇▇▇ to coverage and amount) resign, so that are no less advantageous, in the aggregate, than individuals serving as the coverage and terms provided by a policy held by a similarly situated Person, and (ii) provide executive officers of Cascadia immediately after the Sponsor (on behalf of Closing will be individuals the Redwoods Designee) with and, subject Company desires to the entry into the same by the Redwoods Designee, will enter into a director indemnification agreement with the Redwoods Designee, in a form and substance approved by the Redwoods Board and reasonably acceptable appoint to the Sponsor; provided, however, that in no event shall the terms and conditions of any such director indemnification agreement entered into by such Redwoods Designee be less favorable to the underlying director than those (if any) entered into by Redwoods with any other members of the Redwoods Boardrole.
Appears in 1 contract
Sources: Business Combination Agreement (Cascadia Acquisition Corp.)
Post-Closing Directors and Officers. (a) Redwoods Parent shall take all necessary actions to cause, concurrent with the Closing (i) the name of Parent to be changed to “Westport Fuel Systems Inc.”, (ii) three members of the Parent Board to be determined in Parent’s sole discretion prior to Closing to resign from the Parent Board, (iii) the appointment of the three directors set forth on Exhibit C attached hereto or such other individuals as may be mutually agreed between Parent and the Company shall take(the “Continuing Company Directors”) to fill the vacancies on the Parent Board resulting from such resignations, 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 and (5iv) 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 each committee of the Redwoods Parent Board are the Persons to include such number of Continuing Company Directors as determined in accordance with Section 5.16(d). The Officers are the Persons determined in accordance with Section 5.16(e)by Parent after taking into account each such Continuing Company Director’s relevant experience and expertise.
(b) Four (4) individuals, who shall be nominated by the Company, in good-faith From and 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 such individual being in the class of directors determined by mutual agreement between Redwoods and the Company following the date of this Agreement and such individual being considered an independent director for purposes of the applicable listing rules of the Listing Exchange and applicable Law (the “Redwoods Designee”). No later than 20 days prior to the effectiveness of the Registration Statement/Proxy Statement, Redwoods may, subject to applicable listing rules of Listing Exchange and applicable Law, replace the Redwoods Designee with any individual subject to the mutual agreement of Sponsor and the Company. At the closing of the transactions contemplated by this Agreement, the Company and certain shareholders of the Company identified on Section 5.16(c) of the Company Disclosure Schedules will enter into a voting agreement in the form attached hereto as Exhibit F relating to the Sponsor’s right to have a nominee on the Redwoods Board (the “Voting Agreement”).
(d) Following the date of this Agreement, and no later than 20 days prior to the effectiveness of the Registration Statement/Proxy Statement, the Company and Redwoods (on behalf of the Sponsor) shall, subject to applicable listing rules of the Listing Exchange and applicable Law, (i) designate three (3) Persons designated by the Company who shall be directors on the Redwoods Board immediately after the Effective Time, with such individuals being in the class of directors as determined by the Company and Redwoods and considered an independent director for purposes of the applicable listing rules of the Listing Exchange and applicable Law (and, 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 and in consultation with Redwoods, agree to replace such Person with any individual), and (ii) mutually agree on the members of the Redwoods Board, as constituted immediately after the Effective Time, who shall be the members of the compensation committee, audit committee and nominating committee of the Redwoods Board immediately after the Effective Time.
(e) The Persons identified on Section 5.16(e) of the Company Disclosure Schedules shall be the Officers 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 5.16(e) of the Company Disclosure Schedules is unwilling or unable (whether due to death, disability or otherwise) to serve as an Officer, then, 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 such individual with another individual to serve as such Officer by amending Section 5.16(e) of the Company Disclosure Schedules to include such replacement individual as such Officer.
(f) At or prior to the Closing, the Parent Board shall take all necessary actions to nominate, and to cause the Nominating and Corporate Governance Committee of Parent to recommend that the Parent Board nominate, the Continuing Company will Directors for election to the Parent Board at the 2016 annual meeting of shareholders of Parent, the 2017 annual meeting of shareholders of Parent and the 2018 annual meeting of shareholders of Parent; provided, that no Continuing Company Director shall be subject to re-nomination in accordance with this Section 6.17(b) in the event such Continuing Company Director fails (i) purchase a policy to comply in all material respects with the governance guidelines and policies of Parent applicable to Parent directors during the fiscal year immediately preceding such Continuing Company Director’s renomination or policies providing directors’ and officers’ liability insurance coverage (ii) to attend in-person at least seventy-five percent (75%) of the duly called meetings of the Parent Board for the benefit of Parent fiscal year immediately preceding such renomination. Notwithstanding anything in this Agreement to the Redwoods Designee with respect to any acts, errors or omissions occurring on or following the Effective Time that shall provide coverage on terms (with respect to coverage and amount) that are no less advantageouscontrary, in the aggregate, than the coverage and terms provided by a policy held by a similarly situated Person, and (ii) provide the Sponsor (on behalf event of the Redwoods Designee) with anddeath, subject resignation or removal for cause of a Continuing Company Director, Parent and the Parent Board shall have no obligation to nominate or appoint a replacement Continuing Company Director to fill the entry into the same vacancy created by the Redwoods Designeesuch death, will enter into a director indemnification agreement with the Redwoods Designeeresignation or removal. The Continuing Company Directors shall be third party beneficiaries of this Section 6.17. Parent shall pay all reasonable expenses, in a form and substance approved by the Redwoods Board and reasonably acceptable to the Sponsor; provided, howeverincluding attorney’s fees, that may be incurred by any Continuing Company Director in no event shall seeking the terms and conditions of any such director indemnification agreement entered into by such Redwoods Designee be less favorable to the underlying director than those (if any) entered into by Redwoods with any other members enforcement of the Redwoods Boardrights and obligations provided for in this Section 6.17.
Appears in 1 contract
Post-Closing Directors and Officers. (a) Redwoods Following the date of this Agreement and prior to the mailing of the Registration Statement / Proxy Statement to the AHAC Stockholders, the Company shall takeshall, or cause subject to be takenapplicable listing rules of Nasdaq and applicable Law, all actions designate in writing to AHAC up to ten (10) Persons that will serve on the AHAC Board as may be necessary or appropriate such that effective of immediately after the Effective Time, the Redwoods Board shall consist of five which four (54) directors. The directors shall be divided into the Persons set forth on Section 5.16(a) of the Company Disclosure Schedules, including the allocation of the Company’s designated directors among AHAC’s three classes, designated Class I, Class II and Class III, the composition classes of which shall be determined by mutual agreement between Redwoods directors 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 AHAC 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 as 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 AHAC 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 AHAC (the “Officers”) as of immediately after the Effective Time to be the individuals determined in accordance with Section 5.16(e5.16(c). For the avoidance of doubt, as of immediately after the Effective Time, the AHAC Board shall consist of the Persons designated by the Company pursuant to this Section 5.16(a) plus one (1) director, for a total of up to 11 directors.
(cb) Notwithstanding the Company’s designation rights under Section 5.16(b5.16(a), one (1the Person identified on Section 5.16(b) 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, AHAC Disclosure Schedules shall be a director on the Redwoods AHAC Board immediately after the Effective Time, with such individual being in the class of directors determined by mutual agreement between Redwoods and the Company following the date of this Agreement and such individual being considered an independent director for purposes of the applicable listing rules of the Listing Exchange and applicable Law set forth opposite his or her name (the “Redwoods AHAC Designee”). No later than 20 days prior Prior to the effectiveness mailing of the Registration Statement/Statement / Proxy StatementStatement to the AHAC Stockholders and the Company Stockholders, Redwoods AHAC may, subject to applicable listing rules with the prior written consent of Listing Exchange and applicable Lawthe Company, replace the Redwoods AHAC Designee with any individual subject by amending such Schedule to the mutual agreement of Sponsor and the Company. At the closing of the transactions contemplated by this Agreement, the Company and certain shareholders of the Company identified on Section 5.16(c) of the Company Disclosure Schedules will enter into a voting agreement in the form attached hereto as Exhibit F relating to the Sponsor’s right to have a nominee on the Redwoods Board (the “Voting Agreement”)include such replacement individual.
(d) Following the date of this Agreement, and no later than 20 days prior to the effectiveness of the Registration Statement/Proxy Statement, the Company and Redwoods (on behalf of the Sponsor) shall, subject to applicable listing rules of the Listing Exchange and applicable Law, (i) designate three (3) Persons designated by the Company who shall be directors on the Redwoods Board immediately after the Effective Time, with such individuals being in the class of directors as determined by the Company and Redwoods and considered an independent director for purposes of the applicable listing rules of the Listing Exchange and applicable Law (and, 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 and in consultation with Redwoods, agree to replace such Person with any individual), and (ii) mutually agree on the members of the Redwoods Board, as constituted immediately after the Effective Time, who shall be the members of the compensation committee, audit committee and nominating committee of the Redwoods Board immediately after the Effective Time.
(ec) The Persons identified on Section 5.16(e5.16(c) of the Company Disclosure Schedules shall be the Officers 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 5.16(e5.16(c) of the Company Disclosure Schedules is unwilling or unable (whether due to death, disability or otherwise) to serve as an Officer, then, no later than 20 days prior to the effectiveness mailing of the Registration Statement/Statement / Proxy StatementStatement to the AHAC Stockholders, the Company may, subject to applicable listing rules of the Listing Exchange Nasdaq and applicable Law, replace such individual with another individual to serve as such Officer by amending Section 5.16(e5.16(c) of the Company Disclosure Schedules to include such replacement individual as such Officer.
(f) At or prior to the Closing, the Company will (i) purchase a policy or policies providing directors’ and officers’ liability insurance coverage for the benefit of the Redwoods Designee with respect to any acts, errors or omissions occurring on or following the Effective Time that shall provide coverage on terms (with respect to coverage and amount) that are no less advantageous, in the aggregate, than the coverage and terms provided by a policy held by a similarly situated Person, and (ii) provide the Sponsor (on behalf of the Redwoods Designee) with and, subject to the entry into the same by the Redwoods Designee, will enter into a director indemnification agreement with the Redwoods Designee, in a form and substance approved by the Redwoods Board and reasonably acceptable to the Sponsor; provided, however, that in no event shall the terms and conditions of any such director indemnification agreement entered into by such Redwoods Designee be less favorable to the underlying director than those (if any) entered into by Redwoods with any other members of the Redwoods Board.
Appears in 1 contract
Sources: Business Combination Agreement (Alpha Healthcare Acquisition Corp.)
Post-Closing Directors and Officers. (a) Redwoods Priveterra 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 Priveterra Board shall consist of five seven (57) 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 Priveterra and the Company following the date of this Agreement. The members of the Redwoods Priveterra 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 Priveterra 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 Three (43) individuals, who shall be nominated by the Company, in good-faith after consultation with RedwoodsPriveterra, prior to the effectiveness of the Registration Statement/Proxy Statement, shall be directors on the Redwoods Priveterra Board immediately after the Effective Time, with such individuals being in the class of directors determined by mutual agreement between Redwoods Priveterra 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 Priveterra and the Company. Redwoods Priveterra 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 Priveterra (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 two (12) individualindividuals, 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 directors on the Redwoods Priveterra Board immediately after the Effective Time, with such individual 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 individual individuals being considered an independent director for purposes of the applicable listing rules of the Listing Exchange and applicable Law (the “Redwoods DesigneePriveterra Designees”). No later than 20 days prior to the effectiveness of the Registration Statement/Proxy Statement, Redwoods Priveterra may, subject to applicable listing rules of Listing Exchange and applicable Law, replace the Redwoods Designee Priveterra Designees with any individual individuals subject to the mutual agreement of Sponsor and the Company. At the closing of the transactions contemplated by this Agreement, the Company and certain shareholders of the Company identified on Section 5.16(c) of the Company Disclosure Schedules will enter into a voting agreement in the form attached hereto as Exhibit F relating to the Sponsor’s right to have a nominee on the Redwoods Board (the “Voting Agreement”).
(d) Following the date of this Agreement, and no later than 20 days prior to the effectiveness of the Registration Statement/Proxy Statement, the Company and Redwoods Priveterra (on behalf of the Sponsor) shall, subject to applicable listing rules of the Listing Exchange and applicable Law, (i) designate three two (32) Persons designated by the Company who shall be directors on the Redwoods Priveterra Board immediately after the Effective Time, with such individuals being in the class of directors as determined by the Company and Redwoods Priveterra and considered an independent director for purposes of the applicable listing rules of the Listing Exchange and applicable Law (and, 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 and in consultation with RedwoodsPriveterra, agree to replace such Person with any individual), and (ii) mutually agree on the members of the Redwoods Priveterra Board, as constituted immediately after the Effective Time, who shall be the members of the compensation committee, audit committee and nominating committee of the Redwoods Priveterra Board immediately after the Effective Time.
(e) The Persons identified on Section 5.16(e) of the Company Disclosure Schedules shall be the Officers 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 5.16(e) of the Company Disclosure Schedules is unwilling or unable (whether due to death, disability or otherwise) to serve as an Officer, then, 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 such individual with another individual to serve as such Officer by amending Section 5.16(e) of the Company Disclosure Schedules to include such replacement individual as such Officer.
(f) At or prior to the Closing, the Company will (i) purchase a policy or policies providing directors’ and officers’ liability insurance coverage for the benefit of the Redwoods Designee Priveterra Designees with respect to any acts, errors or omissions occurring on or following the Effective Time that shall provide coverage on terms (with respect to coverage and amount) that are no less advantageous, in the aggregate, than the coverage and terms provided by a policy held by a similarly situated Person, and (ii) provide the Sponsor (on behalf of the Redwoods DesigneePriveterra Designees) with and, subject to the entry into the same by the Redwoods DesigneePriveterra Designees, will enter into a director indemnification agreement with the Redwoods DesigneePriveterra Designees, in a form and substance approved by the Redwoods Priveterra Board and reasonably acceptable to the Sponsor; provided, however, that in no event shall the terms and conditions of any such director indemnification agreement entered into by such Redwoods Priveterra Designee be less favorable to the underlying director than those (if any) entered into by Redwoods Priveterra with any other members of the Redwoods Priveterra Board.
Appears in 1 contract
Sources: Business Combination Agreement (Strathspey Crown Holdings Group, LLC)
Post-Closing Directors and Officers. (a) Redwoods DYNS 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 DYNS Board shall consist of five seven (57) 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 DYNS and the Company following the date of this Agreement. The members of the Redwoods DYNS 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 DYNS 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)) and if the chief executive officer of the Company is designated as a Company Designee, then he or she is the initial chairperson of the DYNS Board.
(b) Four The four (4) individuals, who shall be nominated by the Company, in good-faith after consultation with Redwoods, prior to the effectiveness Persons identified on Section 5.16(b) of the Registration Statement/Proxy Statement, Company Disclosure Schedules shall be directors on the Redwoods DYNS Board immediately after the Effective Time, with such individuals being in the class of directors determined by mutual agreement between Redwoods DYNS 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 Exchange Act and the rules of the Listing Exchange and applicable Law promulgated thereunder (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 Nasdaq and applicable Law, replace the Company Designees with any individuals subject by amending Section 5.16(b) of the Company Disclosure Schedules to the mutual agreement of Redwoods and the Companyinclude such replacement individuals. Redwoods DYNS 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 DYNS (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 the two (12) individualPersons identified on Section 5.16(c) of the DYNS Disclosure Schedules, 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 directors on the Redwoods DYNS Board immediately after the Effective Time, with such individual individuals being in the class of directors determined by mutual agreement between Redwoods DYNS and the Company following the date of this Agreement (provided that at least one DYNS Designee shall be in Class I and one DYNS Designee shall be in Class II) and at least one of such individual individuals being considered an independent director for purposes of the applicable listing Exchange Act and the rules of the Listing Exchange and applicable Law promulgated thereunder (the “Redwoods DesigneeDYNS Designees”). No later than 20 days prior to the effectiveness of the Registration Statement/Proxy Statement, Redwoods DYNS may, subject to applicable listing rules of Listing Exchange Nasdaq and applicable Law, replace the Redwoods Designee DYNS Designees with any individual subject to the mutual agreement of Sponsor and the Company. At the closing of the transactions contemplated individuals by this Agreement, the Company and certain shareholders of the Company identified on amending Section 5.16(c) of the Company DYNS Disclosure Schedules will enter into a voting agreement in the form attached hereto as Exhibit F relating to the Sponsor’s right to have a nominee on the Redwoods Board (the “Voting Agreement”)include such replacement individuals.
(d) Following the date of this Agreement, and no later than 20 days prior to the effectiveness of the Registration Statement/Proxy Statement, the Company and Redwoods DYNS (on behalf of the Sponsor) shall, subject to applicable listing rules of the Listing Exchange Nasdaq and applicable Law, consult with each other and agree to (i) designate three one (31) Persons designated by the Company Person who shall be directors a director on the Redwoods DYNS Board immediately after the Effective Time, with such individuals individual being in the class of directors as determined by the Company and Redwoods DYNS and considered an independent director for purposes of the applicable listing Exchange Act and the rules of the Listing Exchange and applicable Law promulgated thereunder (and, no later than 20 days prior to the effectiveness of the Registration Statement/Proxy Statement, the Company and DYNS may, subject to applicable listing rules of the Listing Exchange Nasdaq and applicable Law and in consultation with RedwoodsLaw, agree to replace such Person with any individual), and (ii) mutually agree on the members of the Redwoods DYNS Board, as constituted immediately after the Effective Time, who shall be the members of the compensation committee, audit committee and nominating committee of the Redwoods DYNS Board immediately after the Effective Time.
(e) The Persons identified on Section 5.16(e) of the Company Disclosure Schedules shall be the Officers 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 5.16(e) of the Company Disclosure Schedules is unwilling or unable (whether due to death, disability or otherwise) to serve as an Officer, then, 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 Nasdaq and applicable Law, replace such individual with another individual to serve as such Officer by amending Section 5.16(e) of the Company Disclosure Schedules to include such replacement individual as such Officer.
(f) At or prior to the Closing, the Company will (i) purchase a policy or policies providing directors’ and officers’ liability insurance coverage for the benefit of the Redwoods Designee DYNS Designees with respect to any acts, errors or omissions occurring on or following the Effective Time that shall provide coverage on terms (with respect to coverage and amount) that are no less advantageous, in the aggregate, than the coverage and terms provided by a policy held by a similarly situated Person, and (ii) provide the Sponsor (on behalf of the Redwoods DesigneeDYNS Designees) with and, subject to the entry into the same by the Redwoods DesigneeDYNS Designees, will enter into a director indemnification agreement with the Redwoods DesigneeDYNS Designees, in a form and substance approved by the Redwoods DYNS Board and reasonably acceptable to the Sponsor; provided, however, that in no event shall the terms and conditions of any such director indemnification agreement entered into by such Redwoods DYNS Designee be less favorable to the underlying director than those (if any) entered into by Redwoods DYNS with any other members of the Redwoods DYNS Board.
Appears in 1 contract
Sources: Business Combination Agreement (Dynamics Special Purpose Corp.)
Post-Closing Directors and Officers. (a) Redwoods and the Company The Parties shall take, or cause to be taken, take all actions such action as may be necessary or reasonably appropriate such that effective immediately after as of the Effective Time, :
(i) the Redwoods SPAC Board shall consist of five (5) a number of directors. The directors shall be divided into three classes, designated Class Inot to exceed nine, Class II and Class III, the composition of which shall be as determined by mutual agreement between Redwoods and the Company following the date of this Agreement. The members Company;
(ii) SPAC shall appoint one member of the Redwoods SPAC Board are the Persons determined in accordance with pursuant to Section 5.16(b5.15(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 independent as defined under 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 Approved Stock Exchange;
(iii) the “Company Designees”). No later than 20 days prior to shall appoint the effectiveness remainder 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, SPAC Board pursuant to Section 5.16(c5.15(c); and
(iv) as of immediately after the Effective Time and for the officers of Redwoods SPAC (the “Officers”) as of immediately after the Effective Time to shall be the individuals determined in accordance with Section 5.16(e5.15(e).
(cb) Notwithstanding the Company’s designation rights under The individual identified on Section 5.16(b), one (15.15(b) 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, SPAC Disclosure Schedules shall be a director on the Redwoods SPAC Board immediately after the Effective Time (the “SPAC Designee”). Prior to the time at which the Registration Statement / Proxy Statement is declared effective under the Securities Act, the SPAC Sponsor may, by giving the Company and SPAC written notice, replace the SPAC Designee with any individual, subject to the written consent of the Company (which may not be unreasonably withheld, conditioned or delayed), and, upon the SPAC Sponsor so giving notice of the replacement of such SPAC Designee and the receipt of such consent, Section 5.15(b) of the SPAC Disclosure Schedules shall automatically be deemed amended to include such replacement individual in lieu of the individual so replaced.
(c) As promptly as practicable following the date of this Agreement, the Company shall appoint the remaining individuals (each, a “Company Designee”) to serve as directors on the SPAC Board immediately after the Effective Time. Notwithstanding the foregoing or anything to the contrary herein, with such individual being there must be sufficient Company Designees that qualify as “independent directors” (as defined in Nasdaq rule 5605(a)(2)) to meet the class of directors determined number and qualifications to serve on all independent committees required by mutual agreement between Redwoods and the Company following the date of this Agreement and such individual being considered an independent director for purposes Nasdaq (whether as a result of the applicable listing rules replacement of the Listing Exchange and applicable Law (the “Redwoods Designee”). No later than 20 days prior to the effectiveness of the Registration Statement/Proxy Statement, Redwoods may, subject to applicable listing rules of Listing Exchange and applicable Law, replace the Redwoods any Company Designee with any individual subject to the mutual agreement of Sponsor and the Company. At the closing of the transactions as contemplated by this Agreement, the Company and certain shareholders of the Company identified on Section 5.16(c5.15(c) of the Company Disclosure Schedules will enter into a voting agreement in the form attached hereto as Exhibit F relating to the Sponsor’s right to have a nominee on the Redwoods Board (the “Voting Agreement”or otherwise).
(d) Following the date of this Agreement, and no later than 20 days prior to the effectiveness of the Registration Statement/Proxy Statement, the Company and Redwoods (on behalf of the Sponsor) shall, subject to applicable listing rules of the Listing Exchange and applicable Law, (i) designate three (3) Persons designated by the Company who The SPAC Board shall be directors on the Redwoods Board immediately after the Effective Timedivided into three classes, with such individuals being the SPAC Designee serving in the class of directors as determined by the Company and Redwoods and considered an independent director for purposes of the applicable listing rules of the Listing Exchange and applicable Law (and, 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 and in consultation with Redwoods, agree to replace such Person with any individual), and (ii) mutually agree on the members of the Redwoods Board, as constituted immediately after the Effective Time, who shall be the members of the compensation committee, audit committee and nominating committee of the Redwoods Board immediately after the Effective Time.Class I.
(e) The Persons individuals identified on Section 5.16(e5.15(e) of the Company Disclosure Schedules shall be the Officers 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 such individual identified on Section 5.16(e5.15(e) of the Company Disclosure Schedules is unwilling or unable (whether due to death, disability disability, termination of service, or otherwise) to serve as an Officer, then, no later than 20 days prior to the effectiveness of time at which the Registration Statement/Statement / Proxy StatementStatement is declared effective under the Securities Act, the Company may, subject to applicable listing rules of the Listing Exchange and applicable Law, may replace such individual with another individual to serve as such Officer by amending and, upon the Company so giving notice of such replacement, Section 5.16(e5.15(e) of the Company Disclosure Schedules shall automatically be deemed amended to include such replacement individual as such Officer.
(f) At or prior an Officer in lieu of, and to serve with the Closingsame title as, the Company will (i) purchase a policy or policies providing directors’ and officers’ liability insurance coverage for the benefit of the Redwoods Designee with respect to any acts, errors or omissions occurring on or following the Effective Time that shall provide coverage on terms (with respect to coverage and amount) that are no less advantageous, in the aggregate, than the coverage and terms provided by a policy held by a similarly situated Person, and (ii) provide the Sponsor (on behalf of the Redwoods Designee) with and, subject to the entry into the same by the Redwoods Designee, will enter into a director indemnification agreement with the Redwoods Designee, in a form and substance approved by the Redwoods Board and reasonably acceptable to the Sponsor; provided, however, that in no event shall the terms and conditions of any such director indemnification agreement entered into by such Redwoods Designee be less favorable to the underlying director than those (if any) entered into by Redwoods with any other members of the Redwoods Boardindividual so replaced.
Appears in 1 contract
Sources: Business Combination Agreement (AlphaVest Acquisition Corp.)
Post-Closing Directors and Officers. (a) Redwoods Parent shall take all necessary actions to cause, concurrent with the Closing (i) the name of Parent to be changed to “Westport Fuel Systems Inc.”, (ii) three members of the Parent Board to be determined in Parent’s sole discretion prior to Closing to resign from the Parent Board, (iii) the appointment of the three directors set forth on Exhibit C attached hereto or such other individuals as may be mutually agreed between Parent and the Company shall take(the “Continuing Company Directors”) to fill the vacancies on the Parent Board resulting from such resignations, 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 and (5iv) 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 each committee of the Redwoods Parent Board are the Persons to include such number of Continuing Company Directors as determined in accordance with Section 5.16(d). The Officers are the Persons determined in accordance with Section 5.16(e)by Parent after taking into account each such Continuing Company Director’s relevant experience and expertise.
(b) Four (4) individuals, who shall be nominated by the Company, in good-faith From and 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 such individual being in the class of directors determined by mutual agreement between Redwoods and the Company following the date of this Agreement and such individual being considered an independent director for purposes of the applicable listing rules of the Listing Exchange and applicable Law (the “Redwoods Designee”). No later than 20 days prior to the effectiveness of the Registration Statement/Proxy Statement, Redwoods may, subject to applicable listing rules of Listing Exchange and applicable Law, replace the Redwoods Designee with any individual subject to the mutual agreement of Sponsor and the Company. At the closing of the transactions contemplated by this Agreement, the Company and certain shareholders of the Company identified on Section 5.16(c) of the Company Disclosure Schedules will enter into a voting agreement in the form attached hereto as Exhibit F relating to the Sponsor’s right to have a nominee on the Redwoods Board (the “Voting Agreement”).
(d) Following the date of this Agreement, and no later than 20 days prior to the effectiveness of the Registration Statement/Proxy Statement, the Company and Redwoods (on behalf of the Sponsor) shall, subject to applicable listing rules of the Listing Exchange and applicable Law, (i) designate three (3) Persons designated by the Company who shall be directors on the Redwoods Board immediately after the Effective Time, with such individuals being in the class of directors as determined by the Company and Redwoods and considered an independent director for purposes of the applicable listing rules of the Listing Exchange and applicable Law (and, 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 and in consultation with Redwoods, agree to replace such Person with any individual), and (ii) mutually agree on the members of the Redwoods Board, as constituted immediately after the Effective Time, who shall be the members of the compensation committee, audit committee and nominating committee of the Redwoods Board immediately after the Effective Time.
(e) The Persons identified on Section 5.16(e) of the Company Disclosure Schedules shall be the Officers 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 5.16(e) of the Company Disclosure Schedules is unwilling or unable (whether due to death, disability or otherwise) to serve as an Officer, then, 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 such individual with another individual to serve as such Officer by amending Section 5.16(e) of the Company Disclosure Schedules to include such replacement individual as such Officer.
(f) At or prior to the Closing, the Parent Board shall take all necessary actions to nominate, and to cause the Nominating and Corporate Governance Committee of Parent to recommend that the Parent Board nominate, the Continuing Company will Directors for election to the Parent Board at the 2016 annual meeting of shareholders of Parent, the 2017 annual meeting of shareholders of Parent and the 2018 annual meeting of shareholders of Parent; provided, that no Continuing Company Director shall be subject to re-nomination in accordance with this Section 6.17(b) in the event such Continuing Company Director fails (i) purchase a policy to comply in all material respects with the governance guidelines and policies of Parent applicable to Parent directors during the fiscal year immediately preceding such Continuing Company Director’s re-nomination or policies providing directors’ and officers’ liability insurance coverage (ii) to attend in-person at least seventy-five percent (75%) of the duly called meetings of the Parent Board for the benefit of Parent fiscal year immediately preceding such re-nomination. Notwithstanding anything in this Agreement to the Redwoods Designee with respect to any acts, errors or omissions occurring on or following the Effective Time that shall provide coverage on terms (with respect to coverage and amount) that are no less advantageouscontrary, in the aggregate, than the coverage and terms provided by a policy held by a similarly situated Person, and (ii) provide the Sponsor (on behalf event of the Redwoods Designee) with anddeath, subject resignation or removal for cause of a Continuing Company Director, Parent and the Parent Board shall have no obligation to nominate or appoint a replacement Continuing Company Director to fill the entry into the same vacancy created by the Redwoods Designeesuch death, will enter into a director indemnification agreement with the Redwoods Designeeresignation or removal. The Continuing Company Directors shall be third party beneficiaries of this Section 6.17. Parent shall pay all reasonable expenses, in a form and substance approved by the Redwoods Board and reasonably acceptable to the Sponsor; provided, howeverincluding attorney’s fees, that may be incurred by any Continuing Company Director in no event shall seeking the terms and conditions of any such director indemnification agreement entered into by such Redwoods Designee be less favorable to the underlying director than those (if any) entered into by Redwoods with any other members enforcement of the Redwoods Boardrights and obligations provided for in this Section 6.17.
Appears in 1 contract
Post-Closing Directors and Officers. (a) Redwoods and the Company Pathfinder shall take, take or cause to be taken, taken all actions as may be necessary or reasonably appropriate such that effective immediately after the Effective Time, : (i) the Redwoods Pathfinder Board shall initially consist of five (5) up to 7 directors. The directors , which shall be divided into three (3) classes, designated Class I, II and III, with Class I consisting of 2 directors, Class II consisting of 3 directors and Class III, III consisting of up to 2 directors; (ii) 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 Pathfinder Board are the Persons individuals determined in accordance with Section 5.16(b4.16(b), Section 5.16(c; (iii) at least a majority of the directors and Section 5.16(d). The members each member of the compensation committee, audit committee and nominating committee of the Redwoods Pathfinder Board shall qualify as independent directors and otherwise meet the requirements as specified in the rules and regulations of the SEC and Nasdaq; and (iv) the officers of Pathfinder (the “Officers”) are the Persons individuals determined in accordance with Section 5.16(d). The Officers are the Persons determined in accordance with Section 5.16(e4.16(c).
(b) Four (4) individualsPrior to the date that the Registration Statement / Proxy Statement is declared effective under the Securities Act, who shall be nominated by the Company, in good-faith after following consultation with Redwoods, prior to the effectiveness of the Registration Statement/Proxy StatementPathfinder, shall designate 6 individuals to be initial directors on the Redwoods Pathfinder Board immediately after the Effective Time, with such individuals one individual 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 initial independent director for purposes of designated by ▇▇▇▇▇▇▇▇▇ Partners in accordance with the applicable listing rules of the Listing Exchange and applicable Law Debt Commitment Letter (the each, a “Company DesigneesNon-Pathfinder Designee”). No later than 20 days One individual designated by Pathfinder 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 Closing 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 an initial director on the Redwoods Pathfinder Board immediately after the Effective Time, with such individual being in the class of directors determined by mutual agreement between Redwoods and the Company following the date of this Agreement and such individual being considered an independent a Class II director for purposes of the applicable listing rules of the Listing Exchange and applicable Law (the “Redwoods Pathfinder Designee”). No later than 20 days Notwithstanding the foregoing or anything to the contrary herein, unless otherwise agreed in writing by Pathfinder prior to the effectiveness of date that the Registration Statement/Statement / Proxy StatementStatement is declared effective under the Securities Act, Redwoods may, subject at least the required number of directors required to applicable listing rules of Listing Exchange and applicable Law, replace the Redwoods Designee with any individual subject to the mutual agreement of Sponsor and the Company. At the closing of the transactions contemplated by this Agreement, the Company and certain shareholders of the Company identified on Section 5.16(c) of the Company Disclosure Schedules will enter into a voting agreement in the form attached hereto as Exhibit F relating to the Sponsor’s right to have a nominee on the Redwoods Board (the be “Voting Agreement”).
(d) Following the date of this Agreement, and no later than 20 days prior to the effectiveness of the Registration Statement/Proxy Statement, the Company and Redwoods (on behalf of the Sponsor) shall, subject to applicable listing rules of the Listing Exchange and applicable Law, (i) designate three (3) Persons designated by the Company who shall be directors on the Redwoods Board independent directors” immediately after the Effective Time, with such individuals being in Time under the class of directors as determined by the Company and Redwoods and considered an independent director for purposes of the applicable listing rules of the Listing Exchange and applicable Law (and, 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 and in consultation with Redwoods, agree to replace such Person with any individual), and (ii) mutually agree on the members of the Redwoods Board, as constituted immediately after the Effective Time, who Nasdaq shall be the members of the compensation committee, audit committee and nominating committee of the Redwoods Board immediately after the Effective TimeNon-Pathfinder Designees.
(ec) The Persons individuals identified on Section 5.16(e4.16(c) of the Company Disclosure Schedules shall be the Officers immediately after the Effective TimeTime designated by the Company, with each such individual holding the title set forth opposite his or her name. In the event that any Person such individuals identified on Section 5.16(e4.16(c) of the Company Disclosure Schedules is unwilling or unable (whether due to death, disability disability, termination of service or otherwise) to serve as an Officer, then, no later than 20 days prior to the effectiveness of time at which the Registration Statement/Statement / Proxy StatementStatement is declared effective under the Securities Act, the Company may, subject by giving Pathfinder and the Pathfinder Sponsor written notice, designate another individual to applicable listing rules of the Listing Exchange and applicable Law, replace such individual with another individual to serve as such Officer; provided that following such written notice, the Company reasonably consults with Pathfinder and the Pathfinder Sponsor with respect to such proposed replacement Officer by amending and takes into account in good faith their respective views, and, if following such consultation the Company determines to proceed with the proposed replacement, then Section 5.16(e4.16(c) of the Company Disclosure Schedules shall be deemed amended automatically to include such replacement individual as such Officeran Officer in lieu of, and to serve with the same title as, the individual so replaced.
(fd) At or prior to the Closing, the Company Pathfinder will (i) purchase a policy or policies providing directors’ and officers’ liability insurance coverage for the benefit of the Redwoods Designee with respect to any acts, errors or omissions occurring on or following the Effective Time that shall provide coverage on terms (with respect to coverage and amount) that are no less advantageous, in the aggregate, than the coverage and terms provided by a policy held by a similarly situated Person, and (ii) provide the Pathfinder Sponsor (on behalf of the Redwoods Pathfinder Designee) with and, subject to the entry into the same by the Redwoods Pathfinder Designee, will enter into a director indemnification agreement with the Redwoods Pathfinder Designee, in a form and substance approved by the Redwoods Pathfinder Board and reasonably acceptable to the Pathfinder Sponsor; provided, however, that in no event shall the terms and conditions of any such director indemnification agreement entered into by such Redwoods Pathfinder Designee be less favorable to the underlying director than those (if any) entered into by Redwoods Pathfinder with any other members of the Redwoods BoardPathfinder Board following the Closing.
Appears in 1 contract
Sources: Business Combination Agreement (Pathfinder Acquisition Corp)
Post-Closing Directors and Officers. (a) Redwoods Each of SOAC and the Company shall take, or cause to be taken, take all actions such action within its power as may be necessary or appropriate such that effective immediately after the Effective Time, : (i) the Redwoods SOAC Board shall consist of five nine (59) directors. The directors shall be divided into three classes, designated Class I, Class II and Class III, (ii) 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 SOAC Board are the Persons individuals determined in accordance with Section 5.16(b5.15(b), Section 5.16(c5.15(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(e5.15(d).
(b) Four Prior to the time at which the Registration Statement / Proxy Statement is declared effective under the Securities Act, the Sponsor shall designate one (41) individualsindividual (the “SOAC Designee”) to be a director on the SOAC Board immediately after the Effective Time by written notice to the Company and SOAC. At any time prior to the time at which the Registration Statement / Proxy Statement is declared effective under the Securities Act, who shall be nominated the Sponsor may, by giving the Company and SOAC written notice, replace the SOAC Designee with any other individual. Notwithstanding the foregoing or anything to the contrary herein, unless otherwise agreed in writing by the Company, in good-faith after consultation with Redwoods, prior the SOAC Designee shall qualify as an “independent director” under the listing rules of NYSE (whether as a result of the replacement of any SOAC as contemplated by this Section 5.15(b) or otherwise).
(c) Prior to the effectiveness of time at which the Registration Statement/Statement / Proxy StatementStatement is declared effective under the Securities Act, the Company shall designate by written notice to the Sponsor and SOAC five (5) individuals (each a “Company Designee”) to be directors a director on the Redwoods SOAC Board immediately after the Effective Time, with such individuals being in including ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ who shall also be designated 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 Chairman of the applicable listing rules of the Listing Exchange and applicable Law (the “Company Designees”)SOAC Board. No later than 20 days At any time prior to the effectiveness of time at which the Registration Statement/Statement / Proxy StatementStatement is declared effective under the Securities Act, the Company may, subject to applicable listing rules of by giving SOAC and the Listing Exchange and applicable LawSponsor written notice, replace the any Company Designees Designee with any individuals subject other individual. Notwithstanding the foregoing or anything to the mutual agreement of Redwoods contrary herein, unless otherwise agreed in writing by the Sponsor 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 designationsSOAC, 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), at least one (1) individual, who Company Designee shall be nominated by qualify as an “independent director” under 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 such individual being in the class of directors determined by mutual agreement between Redwoods and the Company following the date of this Agreement and such individual being considered an independent director for purposes of the applicable listing rules of the Listing Exchange and applicable Law NYSE (the “Redwoods Designee”). No later than 20 days prior to the effectiveness whether as a result of the Registration Statement/Proxy Statement, Redwoods may, subject to applicable listing rules replacement of Listing Exchange and applicable Law, replace the Redwoods any Independent Designee with any individual subject to the mutual agreement of Sponsor and the Company. At the closing of the transactions as contemplated by this Agreement, the Company and certain shareholders of the Company identified on Section 5.16(c5.15(c) of the Company Disclosure Schedules will enter into a voting agreement in the form attached hereto as Exhibit F relating to the Sponsor’s right to have a nominee on the Redwoods Board (the “Voting Agreement”or otherwise).
(d) Following the date of this Agreement, and no later than 20 days prior Prior to the effectiveness of time at which the Registration Statement/Statement / Proxy StatementStatement is declared effective under the Securities Act, the Company and Redwoods (on behalf of the Sponsor) shall, subject to applicable listing rules of the Listing Exchange and applicable Law, (i) shall designate three (3) Persons designated by the Company who shall individuals (each an “Independent Designee”) to be directors a director on the Redwoods SOAC Board immediately after the Effective Time, with such individuals being in the class of directors as determined Time by written notice to the Company and Redwoods SOAC. At any time prior to the time at which the Registration Statement / Proxy Statement is declared effective under the Securities Act, the Company may by giving SOAC and considered the Sponsor written notice, replace any Independent Designee with any other individual. Notwithstanding the foregoing or anything to the contrary herein, each Independent Designee shall qualify as an “independent director for purposes of director” under the applicable listing rules of the Listing Exchange and applicable Law NYSE (and, no later than 20 days prior to the effectiveness whether as a result of the Registration Statement/Proxy Statement, the Company may, subject to applicable listing rules replacement of the Listing Exchange and applicable Law and in consultation with Redwoods, agree to replace such Person with any individual), and (iiIndependent Designee as contemplated by this Section 5.15(d) mutually agree on the members of the Redwoods Board, as constituted immediately after the Effective Time, who shall be the members of the compensation committee, audit committee and nominating committee of the Redwoods Board immediately after the Effective Time.
(e) The Persons identified on Section 5.16(e) of the Company Disclosure Schedules shall be the Officers 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 5.16(e) of the Company Disclosure Schedules is unwilling or unable (whether due to death, disability or otherwise) to serve as an Officer, then, 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 such individual with another individual to serve as such Officer by amending Section 5.16(e) of the Company Disclosure Schedules to include such replacement individual as such Officer).
(f) At or prior to the Closing, the Company will (i) purchase a policy or policies providing directors’ and officers’ liability insurance coverage for the benefit of the Redwoods Designee with respect to any acts, errors or omissions occurring on or following the Effective Time that shall provide coverage on terms (with respect to coverage and amount) that are no less advantageous, in the aggregate, than the coverage and terms provided by a policy held by a similarly situated Person, and (ii) provide the Sponsor (on behalf of the Redwoods Designee) with and, subject to the entry into the same by the Redwoods Designee, will enter into a director indemnification agreement with the Redwoods Designee, in a form and substance approved by the Redwoods Board and reasonably acceptable to the Sponsor; provided, however, that in no event shall the terms and conditions of any such director indemnification agreement entered into by such Redwoods Designee be less favorable to the underlying director than those (if any) entered into by Redwoods with any other members of the Redwoods Board.
Appears in 1 contract
Sources: Business Combination Agreement (Sustainable Opportunities Acquisition Corp.)
Post-Closing Directors and Officers. (a) Redwoods 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 takedesignate in writing to Acquirer five (5) Persons that will serve on the Acquirer Board as of immediately following Closing, or cause which shall include the Persons set forth on Section 6.13(a) of the Company Disclosure Schedules; and
(ii) Acquirer shall deliver to be takenthe Company executed letters of resignation from all members of the Acquirer Board, and all actions as may be necessary or appropriate such that officers of Acquirer, effective immediately after prior to the Effective Time, other than any member of the Redwoods Acquirer 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 Acquirer Board shall consist of five (5) directors. The Notwithstanding the designation rights of the Parties in Section 6.13(a), not less than a majority of the directors shall be divided into three classes, designated Class I, Class II and Class III, on the composition Acquirer Board as of which shall be determined by mutual agreement between Redwoods and the Company immediately following the date of this Agreement. The members of the Redwoods Board are the Persons determined Closing shall qualify as independent directors in accordance with the Nasdaq listing rules. In the event that any designee designated pursuant to Section 5.16(b)6.13(a) is unable or unwilling to serve, Section 5.16(c) and Section 5.16(d). The members of the compensation committeefor any reason, 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 as a director on the Redwoods Acquirer Board immediately after at the Effective Time, with such individuals being in the class of directors determined by mutual agreement between Redwoods and the Company following shall have the date of this Agreement and at least one right to designate another individual to become a designee in place of such individuals being considered an independent director for purposes unavailable designee. The designees appointed pursuant to this Section 6.13 shall be assigned to the committees 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 Acquirer Board immediately after the Effective Time, with such individual being in the class of directors determined by mutual agreement between Redwoods and the Company following the date of this Agreement and such individual being considered an independent director for purposes of the applicable listing rules of the Listing Exchange and applicable Law (the “Redwoods Designee”). No later than 20 days prior to the effectiveness of the Registration Statement/Proxy Statement, Redwoods may, subject to applicable listing rules of Listing Exchange and applicable Law, replace the Redwoods Designee with any individual subject to the mutual agreement of Sponsor and the Company. At the closing of the transactions contemplated by this Agreement, the Company and certain shareholders of the Company identified on Section 5.16(c) of the Company Disclosure Schedules will enter into a voting agreement in the form attached hereto as Exhibit F relating to the Sponsor’s right to have a nominee on the Redwoods Board (the “Voting Agreement”).
(d) Following the date of this Agreement, and no later than 20 days prior to the effectiveness of the Registration Statement/Proxy Statement, the Company and Redwoods (on behalf of the Sponsor) shall, subject to applicable listing rules of the Listing Exchange and applicable Law, (i) designate three (3) Persons designated by the Company who shall be directors on the Redwoods Board immediately after the Effective Time, with such individuals being in the class of directors as determined by the Company and Redwoods and considered an independent director for purposes of the applicable listing rules of the Listing Exchange and applicable Law not less than five (and, no later than 20 days 5) Business 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 and in consultation with Redwoods, agree to replace such Person with any individual), and (ii) mutually agree on the members of the Redwoods Board, as constituted immediately after the Effective Time, who shall be the members of the compensation committee, audit committee and nominating committee of the Redwoods Board immediately after the Effective TimeClosing.
(ec) The Persons identified on Section 5.16(e6.13(c) of the Company Disclosure Schedules shall be the Officers officers of Acquirer 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 5.16(e6.13(c) of the Company Disclosure Schedules is unwilling or unable (whether due to death, disability or otherwise) to serve as an Officerofficer, then, no later than 20 days prior to the effectiveness of the Registration Statement/Proxy Statement, then the Company may, subject to applicable listing rules of the Listing Exchange Nasdaq and applicable Law, replace such individual with another individual to serve as such Officer officer by amending Section 5.16(e6.13(c) of the Company Disclosure Schedules to include such replacement individual as such Officer.
(fd) 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 6.13(c) as of immediately following Closing.
(e) At the Closing, Acquirer shall enter into customary indemnification agreements, in a form reasonably satisfactory to each of the Company and Acquirer, with the post-Closing directors and officers of Acquirer as determined pursuant to this Section 6.13 other than any such directors or officers who were already party to an indemnification agreement with Acquirer immediately prior to the Closing, the Company will (i) purchase a policy or policies providing directors’ and officers’ liability insurance coverage for the benefit of the Redwoods Designee with respect to any acts, errors or omissions occurring on or following the Effective Time that shall provide coverage on terms (with respect to coverage and amount) that are no less advantageous, in the aggregate, than the coverage and terms provided by a policy held by a similarly situated Person, and (ii) provide the Sponsor (on behalf of the Redwoods Designee) with and, subject to the entry into the same by the Redwoods Designee, will enter into a director indemnification agreement with the Redwoods Designee, in a form and substance approved by the Redwoods Board and reasonably acceptable to the Sponsor; provided, however, that in no event shall the terms and conditions of any such director indemnification agreement entered into by such Redwoods Designee be less favorable to the underlying director than those (if any) entered into by Redwoods with any other members of the Redwoods Board.
Appears in 1 contract