Composition of Initial Board. As of the Closing, the Board of Directors shall be comprised of ten (10) directors, (i) the following three (3) of whom shall be deemed to have been designated by the CVC Stockholder (each, a “CVC Director”): Xxxxxxxxxxx X. Xxxxxxx, Xxxxxxx Xxxxxxxx and Xxxx Xxxxx; and (ii) the following three (3) of whom shall be deemed to have been designated by the LGP Stockholders (each, a “LGP Director”): Xxxxxxxx X. Xxxxxxx, J. Xxxxxxxxx Xxxxxxxx and Xxxxx Xxx. The foregoing directors shall be divided into three classes of directors, each of whose members shall serve for staggered three-year terms as follows:
(i) the class I directors shall initially include one (1) CVC Director and one (1) LGP Director;
(ii) the class II directors shall initially include two (2) CVC Directors and two (2) LGP Directors; and
(iii) the class III directors shall initially include no CVC Directors and no LGP Directors. The initial term of the class I directors shall expire immediately following the Company’s 2019 annual meeting of stockholders at which directors are elected. The initial term of the class II directors shall expire immediately following the Company’s 2020 annual meeting of stockholders at which directors are elected. The initial term of the class III directors shall expire immediately following the Company’s 2021 annual meeting at which directors are elected.
Composition of Initial Board. As of the Effective Date, the Board of Directors shall be comprised of nine Directors, (i) three of whom shall be deemed to have been designated by the Essex Stockholders (the “Essex Directors”), (ii) two of whom shall be deemed to have been designated by the S+N Stockholders (each, a “S+N Director”), (iii) one of whom shall be the Company’s Chief Executive Officer and (iv) three of whom shall meet the requirements for an “independent director” under the rules applicable to The Nasdaq Global Market exchange and be deemed to have been designated by the Board of Directors (the “Independent Directors”). The initial Chairperson of the Board of Directors shall be Xxxxxxx X. Xxxxxxx III. The foregoing directors shall be divided into three classes of directors, each of whose members shall serve for staggered three-year terms as follows:
(i) the class I directors shall initially include two Essex Directors and one Independent Director;
(ii) the class II directors shall initially include one S+N Director and two Independent Directors; and
(iii) the class III directors shall initially include one S+N Director, one Essex Director and the Company’s Chief Executive Officer. The initial term of the class I directors shall expire at the first annual meeting of stockholders following the initial registration of the Class A Common Stock pursuant to the Exchange Act. The initial term of the class II directors shall expire at the second annual meeting of stockholders following such registration. The initial term of the class III directors shall expire at the third annual meeting of stockholders following such registration. The original Essex Stockholder Designees, the S+N Stockholder Designees and the Independent Director designees are set forth on Schedule 3 attached hereto.
Composition of Initial Board. Prior to Closing, the Company and the Stockholders shall take all Necessary Action to cause the Board to be comprised of eight directors, (i) two of whom shall be designated by TPG (each, a “TPG Director”), (ii) two of whom shall be designated by UPMC (each, a “UPMC Director”), (iii) two of whom shall be designated by The Advisory Board (each, an “Advisory Board Director”), (iv) one of whom shall be the Chief Executive Officer and (v) one of whom shall be a director who meets the independence criteria set forth in Rule 10A-3 under the Exchange Act (an “Unaffiliated Director”). Within 90 days of the effective date of the Registration Statement, the Company and the Stockholders shall take all Necessary Action to cause the Board to increase in size by one director to nine directors and to fill such vacancy with one additional Unaffiliated Director (the “90-Day Unaffiliated Director”) who shall meet the independence criteria set forth in Rule 10A-3 under the Exchange Act and who shall be appointed by a majority of the Board (upon the affirmative recommendation of the Nominating and Corporate Governance Committee of the Board). Within 365 days of the effective date of the Registration Statement, the Company and the Stockholders shall take all Necessary Action to cause the Board to increase in size by one director to ten directors and to fill such vacancy with one additional Unaffiliated Director (the “365-Day Unaffiliated Director”) who shall meet the independence criteria set forth in Rule 10A-3 under the Exchange Act and who shall be appointed by a majority of the Board (upon the affirmative recommendation of the Nominating and Corporate Governance Committee of the Board). The foregoing directors shall be divided into three classes of directors, each of whose members shall serve for staggered three-year terms as follows:
(1) the class I directors shall include one TPG Director, one UPMC Director and one Advisory Board Director;
(2) the class II directors shall include one TPG Director, one UPMC Director and one Advisory Board Director; and
(3) the class III directors shall include the Chief Executive Officer, the Unaffiliated Director, the 90-Day Unaffiliated Director and the 365-Day Unaffiliated Director. The initial term of the class I directors shall expire immediately following the Company’s first annual meeting of stockholders at which directors are elected following the completion of the IPO. The initial term of the class II directors shall expire immed...
Composition of Initial Board. The Company and the Principal Stockholders shall take all Necessary Action to cause the Board of Directors to be comprised of eight directors. The initial seven members of the Board of Directors shall be (i) Xxxxxxx Xxxxx, whom shall be deemed to have been designated by the REMUS Stockholders, (ii) Xxxxx Xxxx, whom shall be deemed to have been designated by the Chief Executive Officer, and (iii) Xxxxx Xxxxxxx, Xx Xxxxxxx, Xxxx Xxxxxx, Xxxx Xxxxxxxxxx, and Xxx Xxxx Xxxxxxx, with the vacancy to be filled after the date of this Agreement by an individual proposed by the Company’s Nominating and Governance Committee and approved by the Board of Directors. Xxxxxxx Xxxxx shall initially serve as the Chairperson of the Board of Directors and shall continue in such role after the 2023 annual meeting of stockholders until the earlier of (1) such time as he is no longer a director of the Company, and (2) the succeeding annual meeting of stockholders of the Company at which the class of directors of which he is a member is subject to reelection. The foregoing directors shall be divided into three classes of directors, each of whose members shall serve for staggered three-year terms as follows:
(i) the Class I directors shall initially be Xxxxxxx Xxxxx, Xxxxx Xxxxxxx and Xx Xxxxxxx;
(ii) the Class II directors shall initially be Xxxx Xxxxxxxxxx and the Chief Executive Officer; and
(iii) the Class III directors shall initially be Xxx Xxxx Xxxxxxx and Xxxx Xxxxxx.
Composition of Initial Board. Prior to the Closing, the Sponsors shall take all Necessary Action to cause: (i) the Board, as of immediately following the Closing, to comprise the following nine (9) directors: Xxxxx X. Xxxxx, Xxxxxxxxx Xxxxxx, Xxxxx Xxxx, Xxxxx X. Xxxxxxx, Xxxxxxxxxxx X. Xxxxx, Xxxx X. Xxxxxxxxxx, Xxxxxxx X. Xxxxxx, Xx., Xxx X. Xxxx, and Xxxxxxx X. Xxxxxxxx and (ii) the Chairman of the Board, as of immediately following the Closing, to be Xxxxxxx X. Xxxxxx, Xx.
Composition of Initial Board. Prior to the Closing, the Parties shall take all Necessary Action to cause: (i) the Board, as of immediately following the Closing, to be comprised of the following nine (9) directors: Xxxx Xxxxxxxxxxxx, Xxxxx X. Xxxxx, Xxxxxx X. Xxxxxxx, Xxxxxxxx X. Xxxxx, Xxxxxx X. XxXxxxxx, Xxxx Xxxxxxxx, Xxxxxx Xxxxx, Xxxxxxx Xxxxxxx and Xxxxx X. Xxxxxxx and (ii) the Chairman of the Board, as of immediately following the Closing, to be Xxxxx X.
Composition of Initial Board. As of the Effective Date, the Board of Directors shall be comprised of four Directors. The initial Directors shall be Xxxxxxx X. Xxxxxx, Xxxxx X. Xxxxxxxx, Xxxx X.
Composition of Initial Board. Prior to Closing, the Company and the Stockholders shall take all Necessary Action within their control to cause the Board to be comprised of eight (8) directors, (i) two (2) of whom shall be designated by TPG (each, a “TPG Director”); (ii) one (1) of whom shall be designated by Summit (the “Summit Director”), (iii) one (1) of whom shall be designated by Silversmith (the “Silversmith Director”); (iv) one (1) of whom shall be the CEO; and (v) one (1) of whom shall be an individual designated by TPG, who qualifies as an Independent Director (the “TPG Unaffiliated Director”). Further, subject to Section 3.1(b) and (c), TPG shall have the right to designate one additional TP Unaffiliated Director and the Company and the Stockholders shall take all Necessary Action within their control to cause such director designee to be elected to the Board. The foregoing directors shall be divided into three (3) classes of directors, each of whose members shall serve for staggered three-year terms as follows:
(1) The class I directors shall include one (1) TPG Directors and one (1)
Composition of Initial Board. (a) The Corporation and each Stockholder shall take all reasonable actions within their respective control (including voting or causing to be voted all of the Voting Securities held of record by such Stockholder or beneficially owned by such Stockholder by virtue of having voting power over such Voting Securities, and, with respect to the Corporation, as provided in Section 4.2(b), Section 4.2(c) and Section
Composition of Initial Board. As of the Closing, the Board of Directors shall be comprised of eight (8) directors, the following five (5) of whom shall be deemed to have been designated by the PG Stockholders (each, a “PG Director”): Xxxx Xxxxxxxx; Xxxxxxxx Xxxxxxx; Xxxxxxx Xxxxxx; Xxxxxxx Xxxxx; and
