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, Entegris shall take all actions necessary (including by securing and causing to be delivered to Entegris (with evidence thereof provided to Versum) the resignations of then-serving directors of the 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 nine (9); (ii) the Combined Company Board to be composed of: (A) four (4) directors, who prior to the Effective Time were directors of Entegris (other than the Entegris CEO), designated by Entegris prior to the Effective Time (the “Entegris Designees”); (B) four (4) directors, who prior to the Effective Time were directors of Versum, designated by Versum prior to the Effective Time, including the Chairman of Versum as of immediately prior to the Effective Time (the “Versum Designees”); and (C) the Chief Executive Officer of Entegris as of immediately prior to the Effective Time (the “Entegris CEO”); and (iii) all of the 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 Entegris Board in office as of immediately prior to the Effective Time. Each of the Entegris Designees and 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.

Board of Directors of the Combined Company. Prior to the Effective Time, Entegris Xxxxxx shall take all actions necessary (including by securing and causing to be delivered to Entegris Xxxxxx (with evidence thereof provided to VersumL3) the resignations of then-serving directors of the Entegris 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 nine twelve (912); (ii) the Combined Company Board to be composed of: (A) four five (45) directors, who prior to the Effective Time were directors of Entegris Xxxxxx (other than the Entegris Xxxxxx CEO), designated by Entegris Xxxxxx prior to the Effective Time (the “Entegris Xxxxxx Designees”); (B) four five (45) directors, who prior to the Effective Time were directors of VersumL3 (other than the L3 CEO), designated by Versum L3 prior to the Effective TimeTime (the “L3 Designees”); (C) the Chairman, including the Chairman President and Chief Executive Officer of Versum Xxxxxx as of immediately prior to the Effective Time (the “Versum Xxxxxx CEO” and, together with the Xxxxxx Designees, the “Former Xxxxxx Directors”); and (CD) the Chairman, Chief Executive Officer and President of Entegris L3 as of immediately prior to the Effective Time (the “Entegris L3 CEO” and, together with the L3 Designees, the “Former L3 Directors”); and (iii) all of the Versum Designees 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 Entegris Xxxxxx Board in office as of immediately prior to the Effective Time. Each of the Entegris Xxxxxx Designees and Versum L3 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.

Board of Directors of the Combined Company. Prior to the Effective Time, Entegris Xxxxxx shall take all actions necessary (including by securing and causing to be delivered to Entegris Xxxxxx (with evidence thereof provided to VersumL3) the resignations of then-serving directors of the Entegris 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 nine twelve (912); (ii) the Combined Company Board to be composed of: (A) four five (45) directors, who prior to the Effective Time were directors of Entegris Xxxxxx (other than the Entegris Xxxxxx CEO), designated by Entegris Xxxxxx prior to the Effective Time (the “Entegris Xxxxxx Designees”); (B) four five (45) directors, who prior to the Effective Time were directors of VersumL3 (other than the L3 CEO), designated by Versum L3 prior to the Effective TimeTime (the “L3 Designees”); (C) the Chairman, including the Chairman President and Chief Executive Officer of Versum Xxxxxx as of immediately prior to the Effective Time (the “Versum Xxxxxx CEO” and, together with the Xxxxxx Designees, the “Former Xxxxxx Directors”); and (CD) the Chairman, Chief Executive Officer and President of Entegris L3 as of immediately prior to the Effective Time (the “Entegris L3 CEO” and, together with the L3 Designees, the “Former L3 Directors”); and (iii) all of the Versum Designees 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 Entegris Xxxxxx Board in office as of immediately prior to the Effective Time. Each of the Entegris Xxxxxx Designees and Versum L3 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.. (d) Executive Chairman; Vice Chairman; Lead Independent Director. Prior to the Effective Time, the Parties shall take all actions necessary to cause, in each case effective as of the Effective Time: (i) the Xxxxxx CEO to be appointed to serve as the Executive Chairman of the Combined Company Board; (ii) the L3 CEO to be appointed to serve as the Vice Chairman of the Combined Company Board; and (iii) a L3 Designee designated by L3 prior to the Effective Time to be appointed to serve as the Lead Independent Director of the Combined Company, in each case of clauses (i), (ii) and (iii), pursuant to, and in accordance with, the Amended Bylaws and Charter Amendment. (e) Committees of the Combined Company Board. Prior to the Effective Time, the Parties shall take all actions necessary to cause, in each case effective as of the Effective Time: (i) the Combined Company Board to have the following standing committees (each, a “Standing Committee”): (A) Audit Committee; (B) Compensation Committee; (C) Nominating and Governance Committee and (D) Finance Committee; and (ii) each Standing Committee to: (A) have a number of members as determined by the Combined Company Board (provided, that the number of members on each Standing Committee shall not be less than four (4)), (B) be composed of an equal number of Former Xxxxxx Directors and Former L3 Directors, and (C) have a chairperson appointed and approved by the Combined Company Board, in each case of clauses (i) and (ii), pursuant to, and in accordance with, the Amended Bylaws and Charter Amendment. (f)