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

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

Post-Closing Directors and Officers. (a) Subject to applicable listing rules Purchaser shall take all such action within its power as may be necessary or appropriate such that effective immediately after the Effective Time, the Purchaser Board will consist of Nasdaq, applicable Law and the second sentence of Section 6.13(b), not less than five (5) Business Days directors: (two) persons that are designated by Purchaser prior to the Closing Date: Closing; both of whom shall be required to qualify as an independent director under the NYSE rules; three (i3) persons designated by the Company shall designate in writing to Acquiror seven (7) Persons that will serve on the Acquiror Board as of immediately following Closing, which shall include the Persons set forth on Section 6.13(a) of the Company Disclosure Schedules; and (ii) Acquiror shall deliver to the Company executed letters of resignation from all members of the Acquiror Board, and all officers of Acquiror, effective immediately prior to the Effective Time, other than any member of the Acquiror Board designated for continued service pursuant to this Section 6.13(a)(ii). (b) For the avoidance of doubt, as of immediately following Closing, the Acquiror Board one of whom shall consist of seven (7) directors. Notwithstanding the designation rights of the Parties in Section 6.13(a), not less than a majority of the directors on the Acquiror Board as of immediately following the Closing shall be required to qualify as an independent directors in accordance with director under the Nasdaq listing NYSE rules. In ; provided that the event that any designee designated pursuant applicable Party shall only designate Person(s) eligible to Section 6.13(a) is unable or unwilling to serve, for any reason, serve as a director on the Acquiror Purchaser Board at in accordance with the Effective Timeapplicable corporate governance standards and qualifications set forth by NYSE and any SEC rules, regulations or provisions related to individuals serving on the Company shall have the right to designate another individual to become board of directors of a designee in place of such unavailable designeepublic company. The designees appointed pursuant to this Section 6.13 shall be assigned to the committees structure and composition of the Acquiror post-Closing Purchaser Board as determined will be mutually agreed upon by the Company not less than five (5) Business Days Parties prior to the Closing. (cb) The Persons identified on Section 6.13(cindividual serving as the chief executive officer of Purchaser immediately after the Closing will be the same individual (in the same office) as that of the Company Disclosure Schedules shall be immediately prior to the officers of Acquiror 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 6.13(c) 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 the chief executive officer, then then, prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing Purchaser Holders, Purchaser and the Company may, subject may designate another individual to applicable listing rules of Nasdaq and applicable Law, replace such individual with another individual to serve as such officer by amending Section 6.13(c) of the chief executive officer. The Company Disclosure Schedules may appoint additional qualified persons to include such replacement individual serve as such Officer. (d) Each Party shall take all such action as may be necessary or appropriate to give effect to the designations set forth officers in Section 6.13(a), Section 6.13(b) and Section 6.13(c) as of immediately following Closing. (e) At the Closing, Acquiror shall enter into customary indemnification agreements, in a form reasonably satisfactory to each of the Company and Acquiror, with the post-Closing directors and officers of Acquiror as determined pursuant to this Section 6.13 other than any such directors or officers who were already party to an indemnification agreement with Acquiror capacities immediately prior to Closing and, in which case, such additional officers shall be the same individuals (and in the same office) immediately following the Closing.

Post-Closing Directors and Officers. (a) Subject to applicable listing rules of NasdaqNYSE, applicable Law and the second sentence of Section 6.13(b6.15(b), not less than five (5) Business Days prior to the Closing Dateinitial filing of the Registration Statement with the SEC: (i) the Company shall designate in writing to Acquiror seven four (74) Persons that will serve on the Acquiror Board as of immediately following Closing, which shall include the Persons set forth on Section 6.13(a6.15(a)(i) of the Company Disclosure Schedules; and (ii) Acquiror shall deliver designate in writing to the Company executed letters three (3) Persons that will serve on the Acquiror Board as of resignation from all members immediately following Closing, which shall include the Persons set forth on Section 6.15(a)(ii) of the Acquiror Board, and all officers of Acquiror, effective immediately prior to the Effective Time, other than any member of the Acquiror Board designated for continued service pursuant to this Section 6.13(a)(ii)Disclosure Schedules. (b) For the avoidance of doubt, as of immediately following Closing, the Acquiror Board shall consist of seven (7) directors. Notwithstanding the designation rights of the Parties in Section 6.13(a6.15(a), not less than a majority of the directors on the Acquiror Board as of immediately following the Closing shall qualify as independent directors in accordance with the Nasdaq listing rulesdirectors. In the event that any designee designated pursuant to Section 6.13(a6.15(a) is unable or unwilling to serve, for any reason, as a director on the Acquiror Board at the Effective Time, the Company Party(ies) that designated such designee shall have the right to designate another individual to become a designee in place of such unavailable designee. The designees appointed pursuant to this Section 6.13 6.15 shall be assigned to classes of the Acquiror Board and the committees of the Acquiror Board as determined by Acquiror and the Company not less than five (5) Business Days prior to the Closinginitial filing of the Registration Statement with the SEC. (c) The Persons identified on Section 6.13(c6.15(c) of the Company Disclosure Schedules shall be the officers of Acquiror immediately after the Effective Time, with each such individual holding the title set forth opposite his or her name. In the event that any Person identified on Section 6.13(c6.15(c) of the Company Disclosure Schedules is unwilling or unable (whether due to death, disability or otherwise) to serve as an officer, then then, prior to the mailing of the Registration Statement to the Pre-Closing Acquiror Stockholders, the Company may, subject to applicable listing rules of Nasdaq NYSE and applicable Law, replace such individual with another individual to serve as such officer by amending Section 6.13(c6.15(c) of the Company Disclosure Schedules to include such replacement individual as such Officer. (d) Each Party shall take all such action as may be necessary or appropriate to give effect to the designations set forth in Section 6.13(a6.15(a), Section 6.13(b6.15(b) and Section 6.13(c6.15(c) as of immediately following Closing. (e) At the Closing, Acquiror shall enter into customary indemnification agreements, in a form reasonably satisfactory to each of the Company and Acquiror, with the post-Closing directors and officers of Acquiror as determined pursuant to this Section 6.13 6.15 other than any such directors or officers who were already party to an indemnification agreement with Acquiror immediately prior to the Closing.

Post-Closing Directors and Officers. (a) Subject to applicable listing rules The Parties shall take all necessary action such that, effective immediately after the First Effective Time, (i) the board of Nasdaqdirectors of Topco (the “Topco Board”) shall initially consist of nine directors; (ii) the members of the Topco Board will be the individuals determined in accordance with Section 6.14(b); and (iii) the officers of Topco (the “Officers”) are the individuals determined in accordance with Section 6.14(c). (b) The directors on the Topco Board immediately after the First Effective Time (each, applicable Law a “Director”) shall consist of (i) two individuals designated by SLAM (collectively, the “SLAM Designees”) and (ii) seven individuals designated by the second sentence of Section 6.13(bCompany (collectively, the “Company Designees”); provided, that if the Company does not less than five (5) Business Days enter into a mutually acceptable written agreement with ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ prior to the Closing Date:Date that sets forth the terms of ▇▇. ▇▇▇▇▇▇▇▇▇’▇ service on the Topco Board or other business relationship with the Company, then SLAM shall have the right to designate only one initial Director. In the event that any initial SLAM Designee is unwilling or unable (whether due to death, disability, termination of service or otherwise) to serve as a Director, then, prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing SLAM Holders, SLAM may replace such individual with another individual to serve as such Director. In the event of the resignation, death, incapacitation, disqualification or removal of any initial SLAM Designee during such person’s initial term of office, SLAM shall have to the right to nominate a replacement for such SLAM Designee that will be subject to the normal Topco Board approval process for the filling of vacancies on the Topo Board set forth in the Topco Certificate of Incorporation. In the event that any Company Designee is unwilling or unable (whether due to death, disability, termination of service or otherwise) to serve as a Director, then, prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing SLAM Holders, the Company may replace such individual with another individual to serve as such Director. (ic) The Officers immediately after the Company First Effective Time shall designate in writing to Acquiror seven (7) Persons that will serve on be the Acquiror Board as of immediately following Closing, which shall include the Persons set forth individuals identified on Section 6.13(a6.14(c) of the Company Disclosure Schedules; and (ii) Acquiror shall deliver to the Company executed letters of resignation from all members of the Acquiror Board, and all officers of Acquiror, effective immediately prior to the Effective Time, other than any member of the Acquiror Board designated for continued service pursuant to this Section 6.13(a)(ii). (b) For the avoidance of doubt, as of immediately following Closing, the Acquiror Board shall consist of seven (7) directors. Notwithstanding the designation rights of the Parties in Section 6.13(a), not less than a majority of the directors on the Acquiror Board as of immediately following the Closing shall qualify as independent directors in accordance with the Nasdaq listing rules. In the event that any designee designated pursuant to Section 6.13(a) is unable or unwilling to serve, for any reason, as a director on the Acquiror Board at the Effective Time, the Company shall have the right to designate another individual to become a designee in place of such unavailable designee. The designees appointed pursuant to this Section 6.13 shall be assigned to the committees of the Acquiror Board as determined by the Company not less than five (5) Business Days prior to the Closing. (c) The Persons identified on Section 6.13(c) of the Company Disclosure Schedules shall be the officers of Acquiror immediately after the Effective Time, with each such individual holding the title set forth opposite his or her name. In the event that any Person individual identified on Section 6.13(c6.14(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 officerOfficer, then then, prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing SLAM Holders, the Company may, may (subject to applicable listing rules of Nasdaq and applicable Law, prior consultation with SLAM) replace such individual with another individual to serve as such officer Officer by amending Section 6.13(c6.14(c) of the Company Disclosure Schedules to include such replacement individual as such Officer. (d) Each Party shall take all such action as may be necessary or appropriate to give effect to On the designations set forth in Section 6.13(a)Closing Date, Section 6.13(b) and Section 6.13(c) as of immediately following Closing. (e) At the Closing, Acquiror Topco shall enter into customary indemnification agreements, in a form agreements reasonably satisfactory to each of the Company and Acquirorwith each individual to be appointed to, with or serving on, the post-Closing directors and officers of Acquiror as determined pursuant Topco Board upon the Closing, which indemnification agreements shall continue to this Section 6.13 other than any such directors or officers who were already party to an indemnification agreement with Acquiror immediately prior to be effective following the Closing.

Post-Closing Directors and Officers. (a) Subject Following the date of this Agreement and prior to the mailing of the Proxy Statement to the SeqLL Stockholders, the Company and Atlantic shall, subject to applicable listing rules of NasdaqNasdaq and applicable Law, applicable Law and the second sentence of Section 6.13(b), not less than five (5) Business Days prior to the Closing Date: (i) the Company shall designate in writing to Acquiror seven SeqLL six (76) Persons that will serve on the Acquiror SeqLL Board as of immediately following Closingafter the Closing Date, which and a seventh (7th) director is expected to have relevant staffing industry experience to be mutually agreed to among the Parties and a majority thereof is qualified as independent directors under the Nasdaq Listing Requirements. SeqLL shall include the Persons set forth on Section 6.13(a) of the Company Disclosure Schedules; and (ii) Acquiror shall deliver take all such action within its power as may be necessary or appropriate to give effect to the Company executed letters Company’s designations as of resignation from all members of immediately after the Acquiror Board, Closing Date and all for the officers of Acquiror, effective SeqLL (the “Officers”) as of immediately prior after the Closing Date to be the Effective Time, other than any member of the Acquiror Board designated for continued service pursuant to this individuals determined in accordance with Section 6.13(a)(ii3.17(c). (b) . For the avoidance of doubt, as of immediately following Closingafter the Closing Date, the Acquiror SeqLL Board shall consist of seven the Persons designated by the Company and Atlantic identified on Schedule 3.17(a). (7b) directors. Notwithstanding the Company’s designation rights under Section 3.17(a), one Person identified on Schedule 3.17(b) of the Parties in Section 6.13(a), not less than a majority of the directors on the Acquiror Board as of immediately following the Closing Disclosure Schedules shall qualify as independent directors in accordance with the Nasdaq listing rules. In the event that any designee designated pursuant to Section 6.13(a) is unable or unwilling to serve, for any reason, as a be an existing director on the Acquiror SeqLL Board at immediately after the Effective Time, the Company shall have the right to designate another individual to become a designee in place of such unavailable designee. The designees appointed pursuant to this Section 6.13 shall be assigned to the committees of the Acquiror Board as determined by the Company not less than five (5) Business Days prior to the ClosingClosing Date. (c) The Persons identified on Section 6.13(cSchedule 3.17(c) of the Company Disclosure Schedules shall be the officers of Acquiror Officers immediately after the Effective TimeClosing Date, with each such individual holding the title set forth opposite his or her name. In the event that any Person identified on Section 6.13(cSchedule 3.17(c) of the Company Disclosure Schedules is unwilling or unable (whether due to death, disability disability, disqualification or otherwise) to serve as an officerOfficer, then then, prior to the mailing of the Proxy Statement to the SeqLL Stockholders, the Company may, subject to applicable listing rules of Nasdaq and applicable Law, replace such individual with another individual to serve as such officer Officer by amending Section 6.13(cSchedule 3.17(c) of the Company Disclosure Schedules to include such replacement individual as such Officer. (d) Each Party shall take all such action as may be necessary or appropriate to give effect to the designations set forth in Section 6.13(a), Section 6.13(b) and Section 6.13(c) as of immediately following Closing. (e) At the Closing, Acquiror shall enter into customary indemnification agreements, in a form reasonably satisfactory to each of the Company and Acquiror, with the post-Closing directors and officers of Acquiror as determined pursuant to this Section 6.13 other than any such directors or officers who were already party to an indemnification agreement with Acquiror immediately prior to the Closing.

Post-Closing Directors and Officers. (a) Subject to applicable listing rules of Nasdaq, applicable Law The Company and the second sentence of Section 6.13(b), not less than five (5) Business Days prior to the Closing Date: (i) the Company shall designate Atlantic have designated in writing to Acquiror seven SeqLL six (76) Persons that will serve on the Acquiror SeqLL Board as of immediately following Closingafter the Closing Date, which and a seventh (7th) director is expected to have relevant staffing industry experience to be mutually agreed to among the Parties and a majority thereof is qualified as independent directors under the National Securities Exchange Listing Requirements. SeqLL shall include the Persons set forth on Section 6.13(a) of the Company Disclosure Schedules; and (ii) Acquiror shall deliver take all such action within its power as may be necessary or appropriate to give effect to the Company executed letters Company’s designations as of resignation from all members of immediately after the Acquiror Board, Closing Date and all for the officers of Acquiror, effective SeqLL (the “Officers”) as of immediately prior after the Closing Date to be the Effective Time, other than any member of the Acquiror Board designated for continued service pursuant to this individuals determined in accordance with Section 6.13(a)(ii3.17(c). (b) . For the avoidance of doubt, as of immediately following Closingafter the Closing Date, the Acquiror SeqLL Board shall consist of seven the Persons designated by the Company and Atlantic identified on Schedule 3.17(a). (7b) directors. Notwithstanding the Company’s designation rights under Section 3.17(a), one Person identified on Schedule 3.17(b) of the Parties in Section 6.13(a), not less than a majority of the directors on the Acquiror Board as of immediately following the Closing Disclosure Schedules shall qualify as independent directors in accordance with the Nasdaq listing rules. In the event that any designee designated pursuant to Section 6.13(a) is unable or unwilling to serve, for any reason, as a be an existing director on the Acquiror SeqLL Board at immediately after the Effective Time, the Company shall have the right to designate another individual to become a designee in place of such unavailable designee. The designees appointed pursuant to this Section 6.13 shall be assigned to the committees of the Acquiror Board as determined by the Company not less than five (5) Business Days prior to the ClosingClosing Date. (c) The Persons identified on Section 6.13(cSchedule 3.17(c) of the Company Disclosure Schedules shall be the officers of Acquiror Officers immediately after the Effective TimeClosing Date, with each such individual holding the title set forth opposite his or her name. In the event that any Person identified on Section 6.13(cSchedule 3.17(c) of the Company Disclosure Schedules is unwilling or unable (whether due to death, disability disability, disqualification or otherwise) to serve as an officerOfficer, then then, prior to the mailing of the Proxy Statement to the SeqLL Stockholders, the Company may, subject to applicable listing rules of Nasdaq the National Securities Exchange and applicable Law, replace such individual with another individual to serve as such officer Officer by amending Section 6.13(cSchedule 3.17(c) of the Company Disclosure Schedules to include such replacement individual as such Officer. (d) Each Party shall take all such action as may be necessary or appropriate to give effect to the designations set forth in Section 6.13(a), Section 6.13(b) and Section 6.13(c) as of immediately following Closing. (e) At the Closing, Acquiror shall enter into customary indemnification agreements, in a form reasonably satisfactory to each of the Company and Acquiror, with the post-Closing directors and officers of Acquiror as determined pursuant to this Section 6.13 other than any such directors or officers who were already party to an indemnification agreement with Acquiror immediately prior to the Closing.

Post-Closing Directors and Officers. (a) Subject to applicable listing rules Each of Nasdaq, applicable Law SPAC and the second sentence of Section 6.13(b), not less than five (5) Business Days prior to Company shall take all such action within its power as may be necessary or appropriate such that effective immediately after the Closing Date: First Effective Time: (i) the Company shall designate in writing to Acquiror seven (7) Persons that will serve on the Acquiror Board as of immediately following Closing, which shall include the Persons set forth on Section 6.13(a) of the Company Disclosure Schedules; and (ii) Acquiror shall deliver to the Company executed letters of resignation from all members of the Acquiror Board, and all officers of Acquiror, effective immediately prior to the Effective Time, other than any member of the Acquiror Board designated for continued service pursuant to this Section 6.13(a)(ii). (b) For the avoidance of doubt, as of immediately following Closing, the Acquiror Board shall consist of seven (7) directors. Notwithstanding , 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 2 directors and Class III consisting of 3 directors; (ii) the designation rights members of the Parties in Section 6.13(a), not less than a majority of Company Board are the directors on the Acquiror Board as of immediately following the Closing shall qualify as independent directors individuals determined in accordance with Section 8.09(b) and Section 8.09(c); and (iii) the Nasdaq listing rules. In officers of the event that any designee designated pursuant to Company (the “Officers”) are the individuals determined in accordance with Section 6.13(a8.09(e). (b) is unable or unwilling to serve, for any reason, as The individual identified on Schedule 8.09(b) shall be a director on the Acquiror Company Board at immediately after the First Effective Time, with such individual being in the class of directors set forth opposite his or her name (the “SPAC Designee”). Prior to the time at which the Registration Statement / Proxy Statement is declared effective under the Securities Act, the Sponsor may, by giving the Company shall have and SPAC written notice, replace the right to designate another SPAC Designee with any individual to become a designee in place of such unavailable designee. The designees appointed pursuant to this Section 6.13 shall be assigned to and, upon the committees Sponsor so giving notice of the Acquiror Board replacement of the SPAC Designee, Schedule 8.09(b) shall automatically be deemed amended to include such replacement individual as determined by the Company not less than five (5) Business Days prior SPAC Designee in lieu of, and to serve in the Closingsame class of directors as, the individual so replaced. (c) The Persons three (3) individuals identified on Section 6.13(cSchedule 8.09(c) of shall be directors on the Company Disclosure Schedules shall be the officers of Acquiror Board immediately after the First Effective Time, with each such individual being in the class of directors set forth opposite his or her name (each, a “Company Designee”). Prior to the time at which the Registration Statement / Proxy Statement is declared effective under the Securities Act, the Company may, by giving SPAC and the Sponsor written notice, replace any Company Designee with any individual and, upon the Company so giving notice of the replacement of such Company Designee, Schedule 8.09(c) shall automatically be deemed amended to include such replacement individual as a Company Designee in lieu of, and to serve in the same class of directors as, the individual so replaced. (d) Prior to the time at which the Registration Statement / Proxy Statement is declared effective under the Securities Act, the Company shall identify (in consultation with SPAC) three (3) individuals, each of whom shall qualify as an “independent director” under the listing rules of Nasdaq, to serve as a director on the Company Board immediately after the First Effective Time, with each such individual serving on a different class of directors. (e) The individuals identified on Schedule 8.09(e) shall be Officers immediately after the First 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 6.13(cSchedule 8.09(e) of the Company Disclosure Schedules is unwilling or unable (whether due to death, disability or otherwise) to serve as an officerOfficer then, then prior to the time at which the Registration Statement / Proxy Statement is declared effective under the Securities Act, the Company may, subject to applicable listing rules of Nasdaq and applicable Law, may (in consultation with SPAC) replace such individual with another individual to serve as such officer by amending Section 6.13(cOfficer and, in such case, Schedule 8.09(e) of the Company Disclosure Schedules shall automatically be deemed amended to include such replacement individual as such Officer. (d) Each Party shall take all such action as may be necessary or appropriate an Officer in lieu of, and 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, Acquiror shall enter into customary indemnification agreements, in a form reasonably satisfactory to each of the Company and Acquiror, serve with the post-Closing directors and officers of Acquiror as determined pursuant to this Section 6.13 other than any such directors or officers who were already party to an indemnification agreement with Acquiror immediately prior to same title as, the Closingindividual so replaced.