Common use of Chairman of the Board; Board and Committee Composition Clause in Contracts

Chairman of the Board; Board and Committee Composition. (a) During the Standstill Period, the parties hereto shall take (and cause to be taken, including, without limitation, in the case of Cargill, to the extent permitted by applicable law, causing its representatives or designees on the Board of Directors to take) all commercially reasonable actions and agree to exercise all authority under applicable law to cause such individual as designated by Cargill for such purpose to be elected as the Chairman, Chief Executive Officer and President of the Company and to cause such individual to be elected as a member of the Governance Committee of the Board of Directors. (b) During the Standstill Period, the parties hereto shall take (and cause to be taken, including, without limitation, in the case of Cargill, to the extent permitted by applicable law, causing its representatives or designees on the Board of Directors to take) all commercially reasonable actions and agree to exercise all authority under applicable law to cause the classes of the Board of Directors during the Standstill Period to be comprised as follows: (i) Class I shall be comprised of 2 Cargill Directors and 1 IMC Director; (ii) Class II shall be comprised of 3 Cargill Directors and 2 IMC Directors; and (iii) Class III shall be comprised of 2 Cargill Directors and 1 IMC Director. (c) During the Standstill Period, the parties hereto shall take (and cause to be taken, including, without limitation, in the case of Cargill, to the extent permitted by applicable law, causing its representatives or designees on the Board of Directors to take) all commercially reasonable actions and agree to exercise all authority under applicable law to cause each Committee of the Board of Directors during the Standstill Period to be comprised of three (3) Cargill Directors and two (2) IMC Directors, except as otherwise necessary to comply with the applicable provisions of the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC and NYSE applicable to board committees of such nature.

Chairman of the Board; Board and Committee Composition. (a) During the Standstill Period, the parties hereto shall take (and cause to be taken, including, without limitation, in the case of Cargill, to the extent permitted by applicable law, causing its representatives or designees on the Board of Directors to take) all commercially reasonable actions and agree to exercise all authority under applicable law to (i) cause such individual as designated by Cargill for such purpose to be elected as the Chairman, (ii) cause such individual as designated by Cargill for such purpose to be elected as the Chief Executive Officer and President of the Company and to (iii) cause such individual the Chairman to be elected as a member of the Corporate Governance and Nominating Committee of the Board of Directors. (b) During With respect to the Cargill Directors and the IMC Directors, during the Standstill Period, the parties hereto shall take (and cause to be taken, including, without limitation, in the case of Cargill, to the extent permitted by applicable law, causing its representatives or designees on the Board of Directors to take) all commercially reasonable actions and agree to exercise all authority under applicable law to cause the classes of the Board of Directors during the Standstill Period to be comprised as follows: (i) : Class I shall be comprised of include 2 Cargill Directors and 2 IMC Directors; Class II shall include 2 Cargill Directors and 1 IMC Director; (ii) Class II shall be comprised of 3 Cargill Directors ; and 2 IMC Directors; and (iii) Class III shall be comprised of 2 include 3 Cargill Directors and 1 IMC Director. Schedule B hereto sets forth as of the date of this Agreement the Cargill Directors and IMC Directors comprising each of the respective Classes. Additional Directors, if any, shall be apportioned among the Classes so as to maintain the number of Directors in each Class as nearly equal as possible. (c) During the Standstill Period, the parties hereto shall take (and cause to be taken, including, without limitation, in the case of Cargill, to the extent permitted by applicable law, causing its representatives or designees on the Board of Directors to take) all commercially reasonable actions and agree to exercise all authority under applicable law to cause each the Corporate Governance and Nominating Committee of the Board of Directors during the Standstill Period to be comprised of include three (3) Cargill Directors (if reasonably practicable to do so, but in any event no less than two (2) Cargill Directors) and two (2) IMC Directors, except as otherwise necessary to comply with the applicable provisions of the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC and NYSE NYSE. The Corporate Governance and Nominating Committee will review and recommend to the Board of Directors the composition of the other Committees and, except as necessary to comply with Section 9 and except to the extent practical or as otherwise necessary to comply with the applicable provisions of the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC and NYSE, will appoint no less than two (2) IMC Directors to board committees each of such naturethe Committees, unless a majority of the IMC Directors agree otherwise, with the goal during the Standstill Period of dividing up the committee seats among the Directors in a manner designed to make the best use of their respective skill sets.