Common use of Composition of Initial Board Clause in Contracts

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 seven directors. The initial members of the Board of Directors shall be (i) Xxxxxxx Xxxxx, whom shall be deemed to have been designated by the REMUS Stockholders, (ii) Rajat Suri, whom shall be deemed to have been designated by the Chief Executive Officer, and (iii) Xx Xxxxxxx, Xxxx Xxxxxx, Xxxx Xxxxxxxxxx, Xxx Xxxx Lopdrup and Xxxxxx XxXxxxxx. Xxxxxxx Xxxxx shall initially serve as the Chairperson of the Board of Directors and shall continue in such role after the 2022 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, Xx Xxxxxxx and Xxxx Xxxxxx; (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 Lopdrup and Xxxxxx XxXxxxxx.

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 seven 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) Rajat Suri, 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 Lopdrup Lopdrup, with the vacancy to be filled after the date of this Agreement by an individual proposed by the Company’s Nominating and Xxxxxx XxXxxxxxGovernance 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 2022 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, Xx Xxxxx Xxxxxxx and Xxxx XxxxxxXx 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 Lopdrup and Xxxxxx XxXxxxxxXxxx Xxxxxx.

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 seven nine directors. The initial members of the Board of Directors shall be (i) Xxxxxxx Xxxxx, whom shall be deemed to have been designated by the REMUS Stockholders, (ii) Rajat Suri, whom shall be deemed to have been designated by the Chief Executive Officer, and (iii) Xx Xxxxxxx, Xxxx Xxxxxx, Xxxx Xxxxxxxxxx, Xxx Xxxx Lopdrup and Xxxxxx XxXxxxxx. Xxxxxxx Xxxxx shall initially serve as the Chairperson of the Board of Directors and shall continue in such role after the 2022 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, directors each of whose members shall serve for staggered three-year terms terms. The initial eight members of the Board of Directors shall be as follows, 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: (i) the Class I directors (subject to reelection in 2023) which shall initially be be: (A) one director designated by the REMUS Stockholders (which director is currently Xxxxxxx Xxxxx, Xx Xxxxxxx and Xxxx Xxxxxx); (B) one director designated by CA (which director is currently Xxxxx Xxxxxxx); and (C) Xxxxxx Xxxxxxx; (ii) the Class II directors (subject to reelection in 2024) shall initially be: (A) Xxxx Xxxxxxxxxx; and (B) Xxxxx Xxxxxx (who shall be Xxxx Xxxxxxxxxx and moved from Class III to Class II as of the Chief Executive Officerdate of this Agreement); and (iii) the Class III directors (subject to reelection in 2025) shall initially be: (A) one director designated by the REMUS Stockholders (which director shall be Xxx Xxxxx Xxxxxxx); (B) one director designated by the REMUS Stockholders (which director shall be Xxxxxx Xxxxxx); and (C) Xxxx Lopdrup and Xxxxxx XxXxxxxxXxxxxx.

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 seven 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) Rajat SuriXxxxx 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 Lopdrup Xxxxxxx, with the vacancy to be filled after the date of this Agreement by an individual proposed by the Company’s Nominating and Xxxxxx XxXxxxxxGovernance 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 2022 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, Xx Xxxxx Xxxxxxx and Xxxx XxxxxxXx 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 Lopdrup Xxxxxxx and Xxxxxx XxXxxxxxXxxx Xxxxxx.