Common use of Board of Directors of the Combined Company Clause in Contracts

Board of Directors of the Combined Company. Prior to the Effective Time, Xxxxxx shall take all actions necessary (including by securing and causing to be delivered to Xxxxxx (with evidence thereof provided to L3) the resignations of then-serving directors of the Xxxxxx Board) to cause, in each case, effective as of the Effective Time: (i) the number of directors constituting the full board of directors of the Combined Company (the “Combined Company Board”) to be twelve (12); (ii) the Combined Company Board to be composed of: (A) five (5) directors, who prior to the Effective Time were directors of Xxxxxx (other than the Xxxxxx CEO), designated by Xxxxxx prior to the Effective Time (the “Xxxxxx Designees”); (B) five (5) directors, who prior to the Effective Time were directors of L3 (other than the L3 CEO), designated by L3 prior to the Effective Time (the “L3 Designees”); (C) the Chairman, President and Chief Executive Officer of Xxxxxx as of immediately prior to the Effective Time (the “Xxxxxx CEO” and, together with the Xxxxxx Designees, the “Former Xxxxxx Directors”); and (D) the Chairman, Chief Executive Officer and President of L3 as of immediately prior to the Effective Time (the “L3 CEO” and, together with the L3 Designees, the “Former L3 Directors”); and (iii) all of the Former L3 Directors to be appointed, elected and approved as directors of the Combined Company Board effective as of the Effective Time by a vote of at least a majority of the Xxxxxx Board in office as of immediately prior to the Effective Time. Each of the Xxxxxx Designees and L3 Designees shall meet the independence standards of the NYSE with respect to the Combined Company as of the Effective Time.

Board of Directors of the Combined Company. Prior to the Effective Time, Xxxxxx Entegris shall take all actions necessary (including by securing and causing to be delivered to Xxxxxx Entegris (with evidence thereof provided to L3Versum) the resignations of then-serving directors of the Xxxxxx Entegris Board) to cause, in each case, effective as of the Effective Time: (i) the number of directors constituting the full board of directors of the Combined Company (the “Combined Company Board”) to be twelve nine (129); (ii) the Combined Company Board to be composed of: (A) five four (54) directors, who prior to the Effective Time were directors of Xxxxxx Entegris (other than the Xxxxxx Entegris CEO), designated by Xxxxxx Entegris prior to the Effective Time (the “Xxxxxx Entegris Designees”); (B) five four (54) directors, who prior to the Effective Time were directors of L3 (other than the L3 CEO)Versum, designated by L3 Versum prior to the Effective Time (Time, including the “L3 Designees”); (C) the Chairman, President and Chief Executive Officer Chairman of Xxxxxx Versum as of immediately prior to the Effective Time (the “Xxxxxx CEO” and, together with the Xxxxxx Versum Designees, the “Former Xxxxxx Directors”); and (DC) the Chairman, Chief Executive Officer and President of L3 Entegris as of immediately prior to the Effective Time (the “L3 Entegris CEO” and, together with the L3 Designees, the “Former L3 Directors”); and (iii) all of the Former L3 Directors Versum Designees to be appointed, elected and approved as directors of the Combined Company Board effective as of the Effective Time by a vote of at least a majority of the Xxxxxx Entegris Board in office as of immediately prior to the Effective Time. Each of the Xxxxxx Entegris Designees and L3 Versum Designees shall meet the independence standards of NASDAQ or the NYSE as may be applicable with respect to the Combined Company as of the Effective Time.