Common use of Board of Directors of Parent Clause in Contracts

Board of Directors of Parent. (a) Prior to the Closing Date, the parties shall select four persons who shall be proposed by the Company and be reasonably acceptable to Parent (the “Company Board Designees”) and Parent shall take all necessary actions to cause the Company Board Designees to be appointed to the Board of Directors of Parent immediately following the Effective Time. The Company Designees shall be selected from among the directors of the Board of Directors of the Company identified as independent in the Company’s definitive proxy statement for its most recent annual shareholders meeting preceding the Closing; provided that such Company Board Designee shall meet the criteria for service on the Board of Directors of Parent under Applicable Law and NYSE rules, and any criteria established by the Board of Directors of Parent or the Nominating and Corporate Governance Committee of the Board of Directors of Parent for such service that are generally applicable to members of the Board of Directors of Parent. (b) Effective as of immediately following the Effective Time and until the annual meeting of shareholders of Parent in 2024 (or, if earlier, such time that less than two Company Board Designees serve on the Board of Directors of Parent), Parent shall take all necessary actions to cause each committee of the Board of Directors of Parent (including any committee formed following the Closing) to have at all times at least one Company Board Designee; provided that such Company Board Designee shall at all times during his or her service on such committee meet the criteria for such service under Applicable Law and NYSE rules, and any criteria established by the Board of Directors of Parent, such committee or the Nominating and Corporate Governance Committee of the Board of Directors of Parent for such service that are generally applicable to members of such committee.

Board of Directors of Parent. Parent shall take all actions as may be necessary to cause, as of the Effective Time, the Parent Board to be comprised of (a) Prior eight current directors of the Parent Board and (b) four current directors of the Company Board designated by the Company (each a “Company Designee”). At the first annual meeting of Parent following the Closing, Parent shall nominate each of the Company Designees, and use reasonable best efforts to cause each Company Designee, to be reelected to the Parent Board as follows: one Company Designee to be reelected to a term expiring at the second annual meeting following the Closing Date, one director to be reelected to a term expiring at the parties shall select four persons who third annual meeting following the Closing Date and two directors to be reelected to terms expiring at the fourth annual meeting following the Closing Date. If, prior the expiration of the term to which the relevant Company Designee is or was reelected pursuant to the immediately preceding sentence, any Company Designee dies, resigns or is removed from the Company Board, then a successor to such Company Designee shall be proposed chosen by a majority of the other Company Designees (or their successors chosen pursuant to this sentence) then serving on the Parent Board. Subject to compliance with the applicable qualification and independence standards promulgated by the SEC and NYSE, as applicable, at least one Company and be reasonably acceptable to Parent (the “Company Board Designees”) and Parent Designee shall take all necessary actions to cause the Company Board Designees to be appointed to the Board of Directors of Parent immediately following the Effective Time. The Company Designees shall be selected from among the directors of the Board of Directors of the Company identified as independent in the Company’s definitive proxy statement for its most recent annual shareholders meeting preceding the Closing; provided that such Company Board Designee shall meet the criteria for service on the Board of Directors of Parent under Applicable Law and NYSE rules, and any criteria established by the Board of Directors of Parent or the Nominating and Corporate Governance Committee of the Board of Directors of Parent for such service that are generally applicable to members of the Board of Directors of Parent. (b) Effective as of immediately following the Effective Time and until the annual meeting of shareholders of Parent in 2024 (or, if earlier, such time that less than two Company Board Designees serve on the Board of Directors of Parent), Parent shall take all necessary actions to cause each committee of the Board of Directors of Parent (including any committee formed following the Closing) to have at all times at least one Company Board Designee; provided that such Company Board Designee shall at all times during his or her service on such committee meet the criteria for such service under Applicable Law and NYSE rules, and any criteria established by the Board of Directors of Parent, such committee or the Nominating and Corporate Governance Committee of the Board of Directors of Parent for such service that are generally applicable to members of such committeeBoard.