Common use of Directors of Parent Clause in Contracts

Directors of Parent. Prior to the Effective Time, Parent shall take all necessary corporate action so that upon and immediately after the Effective Time, the size of the Parent Board is increased by one member, and Dxxxxxxxx Xxxxxx (the “Company Director Designee”) is appointed to the Parent Board; provided that the Company Director Designee has provided a satisfactorily completed directors’ questionnaires to Parent prior to such appointment. In the event that the Company Director Designee is unable or unwilling to serve on the Parent Board prior to the Effective Time, then a substitute who is a current independent director of the Company shall be designated by the Company on the earlier to occur of (a) five Business Days after the date that the Company Director Designee is determined to be unable to serve or informs the Company that she is unwilling to serve and (b) the fifth Business Day prior to the Closing Date, which substitute member shall be deemed to be a Company Director Designee for purposes of this Agreement. Any such substitute Company Director Designee shall be reasonably acceptable to the Parent Board. The Company Director Designee must (i) satisfy the director qualification standards set forth in the Corporate Governance Guidelines of Parent, (ii) meet the qualifications of an “independent director” under the rules of the NYSE and (iii) provide to Parent the information required by Article II, Section 11 of the Company’s Amended and Restated Bylaws regarding such Company Director Designee, and shall be elected or appointed to the Parent Board to fill the vacancies on the Parent Board created by such increase to serve until the first annual meeting of stockholders following the Closing or until their successors are elected and qualified. The provisions of this Section 2.6 are intended to be for the benefit of, and shall be enforceable by, the Company Director Designee. The obligations of Parent and the Surviving Company under this Section 2.6 shall not be terminated or modified in such a manner as to adversely affect the rights of the Company Director Designee unless (x) such termination or modification is required by applicable Law or (y) the Company Director Designee has consented in writing to such termination or modification (it being expressly agreed that the Company Director Designee shall be a third-party beneficiary of this Section 2.6).

Directors of Parent. No later than ten (10) Business Days prior to the Closing Date and after consultation with Parent and considering in good faith any input Parent may have with respect to which individuals to designate, the Company shall designate three (3) individuals to serve as directors of Parent (each, a “Company Director Designee”). Each Company Director Designee must (a) at the time of such designation, be a director of the Company, (b) have provided a fully completed directors’ questionnaire to Parent prior to such appointment (the form of which was delivered by Parent to the Company prior to the date hereof), (c) satisfy the director qualification standards set forth in the Corporate Governance Guidelines of Parent as in effect on the date hereof, (d) meet the qualifications of an “independent director” of Parent under the rules of the NYSE, and (e) provide to Parent the information required by Article II, Section 11 of Parent’s Amended and Restated Bylaws regarding such Company Director Designee. In the event that any proposed Company Director Designee does not satisfy any of the foregoing requirements or any Company Director Designee is unable or unwilling to serve on the Parent Board prior to the Effective Time, then a substitute shall be designated by the Company no later than the fifth (5th) Business Day prior to the Closing Date, which substitute member, if such substitute member satisfies the foregoing requirements, shall be deemed to be a Company Director Designee for purposes of this Agreement. Prior to the Effective Time, Parent shall take all necessary corporate action so that upon and immediately after the Effective Time, (i) the size of the Parent Board is increased by one memberthree (3) members (for a total of not more than twelve (12) members), and Dxxxxxxxx Xxxxxx (the “Company Director Designee”ii) is appointed to the Parent Board; provided that each of the Company Director Designee has provided a satisfactorily completed directors’ questionnaires to Parent prior to such appointment. In the event that the Company Director Designee is unable or unwilling to serve on the Parent Board prior to the Effective Time, then a substitute who is a current independent director of the Company shall be designated by the Company on the earlier to occur of (a) five Business Days after the date that the Company Director Designee is determined to be unable to serve or informs the Company that she is unwilling to serve and (b) the fifth Business Day prior to the Closing Date, which substitute member shall be deemed to be a Company Director Designee for purposes of this Agreement. Any such substitute Company Director Designee shall be reasonably acceptable to the Parent Board. The Company Director Designee must (i) satisfy the director qualification standards set forth in the Corporate Governance Guidelines of Parent, (ii) meet the qualifications of an “independent director” under the rules of the NYSE and (iii) provide to Parent the information required by Article II, Section 11 of the Company’s Amended and Restated Bylaws regarding such Company Director Designee, and Designees shall be elected or appointed appointed, as applicable, to the Parent Board to fill the vacancies on the Parent Board created by such increase to serve until (A) in the first event the Closing occurs prior to the 2023 annual meeting of the stockholders of Parent (the “Parent Stockholders”), until the 2023 annual meeting of Parent Stockholders, at which time such Company Director Designees shall be nominated at the 2023 annual meeting of Parent Stockholders to serve until the 2024 annual meeting of Parent Stockholders, and (B) in the event the Closing occurs following the Closing or 2023 annual meeting of Parent Stockholders, until the 2024 annual meeting of Parent Stockholders, in each case until their successors are elected and qualified. The provisions of this Section 2.6 are intended to be for the benefit of, and shall be enforceable by, the each Company Director Designee. The obligations of Parent and the Surviving Company under this Section 2.6 shall not be terminated or modified in such a manner as to adversely affect the rights of the any Company Director Designee unless (x) such termination or modification is required by applicable Law or (y) the such Company Director Designee has consented in writing to such termination or modification (it being expressly agreed that the each Company Director Designee shall be a third-party beneficiary of this Section 2.6).

Directors of Parent. Prior (a) Parent shall take all actions necessary to cause the directors comprising the full Board of Directors of Parent at (or immediately after) the Effective Time (the "Parent Board") to be comprised of nine directors. Initially, four (4) of such directors shall be designated by Parent (the "Parent Designees"), four (4) of such directors shall be designated by Company (the "Company Designees") and one (1) of such directors shall be designated jointly by Parent and Company ("Joint Designee"). One of the Company Designees shall be Xxxxxx Xxxxx, who shall be Chairman of the Board of Directors immediately after the Effective Time, unless he shall decline or be unable to so serve. Parent and Company hereby agree that they shall use all commercially reasonable efforts, and proceed in good faith, to agree on the identity of the Joint Designee. If, prior to the Effective Time, any of the Parent Designees or Company Designees or the Joint Designee shall decline or be unable to serve as a Parent Designee or an Company Designee or the Joint Designee, as the case may be, Parent (in the case of a Parent Designee) or Company (in the case of a Company Designee) or Parent and Company (in the case of the Joint Designee) shall designate another person to serve in such person's stead as Parent Designee, Company Designee or Joint Designee, as the case may be, which person shall be reasonably acceptable to the other party. If, prior to the Effective Time, Parent and Company are not able to agree on the identity of the Joint Designee, then such position shall take all necessary corporate action so that upon and immediately after be vacant at the Effective TimeTime and shall be filled thereafter in accordance with Parent's Bylaws and Certificate of Incorporation. If so agreed by Parent Company, the size of the Parent Board is increased may be classified, if in which case, the Board members of each class will be mutually agreed by one member, Parent and Dxxxxxxxx Xxxxxx (the “Company Director Designee”) is appointed to the Parent Board; provided that the Company Director Designee has provided a satisfactorily completed directors’ questionnaires to Parent prior to such appointmentCompany. In the event that the Company Director Designee is unable or unwilling to serve on absence of any such agreement, the Parent Board prior to the Effective Time, then a substitute who is a current independent director of the Company shall not be designated by the Company on the earlier to occur of (a) five Business Days after the date that the Company Director Designee is determined to be unable to serve or informs the Company that she is unwilling to serve and classified. (b) The foregoing directors of Parent shall hold their positions until their resignation or removal or the fifth Business Day prior election or appointment of their successors in the manner provided by Parent's charter documents and applicable law. (c) Parent shall use all commercially reasonable efforts to cause each Parent Designee, Company Designee and the Joint Designee to be included in the slate of nominees recommended by Parent's Board of Directors to the Closing Date, which substitute member shall be deemed to be a Company Director Designee for purposes stockholders of this Agreement. Any such substitute Company Director Designee shall be reasonably acceptable to Parent at the Parent Board. The Company Director Designee must (i) satisfy the director qualification standards set forth in the Corporate Governance Guidelines of Parent, (ii) meet the qualifications of an “independent director” under the rules of the NYSE and (iii) provide to Parent the information required by Article II, Section 11 of the Company’s Amended and Restated Bylaws regarding such Company Director Designee, and shall be elected or appointed to the Parent Board to fill the vacancies on the Parent Board created by such increase to serve until the first next annual meeting of stockholders following Parent's stockholders, subject to the Closing right of each member of Parent's Board of Directors to act in such manner as he or until their successors are elected she in good xxxxx xxxxx consistent with his or her fiduciary duties and qualified. The provisions subject to the right of this Section 2.6 are intended to be for the benefit ofeach Parent Designee, and shall be enforceable by, the each Company Director Designee. The obligations of Parent Designee and the Surviving Company under this Section 2.6 shall not be terminated or modified in Joint Designee to decline such a manner as to adversely affect the rights of the Company Director Designee unless (x) such termination or modification is required by applicable Law or (y) the Company Director Designee has consented in writing to such termination or modification (it being expressly agreed that the Company Director Designee shall be a third-party beneficiary of this Section 2.6)nomination.

Directors of Parent. (a) Parent shall take all actions necessary such that, as of immediately following the First Merger Effective Time, the Parent Board shall consist of twelve (12) directors, of whom (i) eight (8) directors shall be designated by Parent, which designees shall consist of (A) Exxx Xxxxxx, who shall continue as Chair of the Parent Board, (B) Axx Xxxxxxxx, who shall continue as the Chief Executive Officer of Parent, and (C) six (6) existing directors of Parent who are independent under the rules and regulations of the NYSE and applicable Canadian Securities Laws as may be designated by Parent by written notice to the Company prior to the time at which the Registration Statement becomes effective under the Securities Act (the “Parent Designees”), and (ii) four (4) directors shall be designated by the Company by written notice to Parent prior to the time at which the Registration Statement becomes effective under the Securities Act (the “Company Designees”), which Company Designees (x) will be reasonably acceptable to the Nominating and Corporate Governance Committee of the Parent Board (the “Parent Nominating Committee”) (it being understood and agreed that the individuals listed on Schedule 2.7(a) of the Company Disclosure Letter are acceptable to such committee), (y) will be members of the Company Board as of the time of designation by the Company and (z) with respect to at least three (3) of the designees, will be independent under the rules and regulations of the NYSE and applicable Canadian Securities Laws as of immediately following the First Merger Effective Time. Each Company Designee shall provide information reasonably requested by the Nominating and Corporate Governance Committee in connection with assessing eligibility (if applicable pursuant to the immediately preceding sentence), independence and other criteria applicable to directors or satisfying compliance and legal or regulatory obligations and requirements, in each case, relating to their appointment as a director of Parent. In the event that, prior to the Closing, any of the Parent Designees or Company Designees notifies either Party that he or she is unable or unwilling to serve at the First Merger Effective Time, Parent (in the case of Parent Designees) or the Company (in the case of Company Designees), shall promptly designate a replacement Parent Designee or Company Designee, as applicable, in accordance with the foregoing and provide any relevant information about such nominee as the other Party may reasonably request. (b) In the event that the Closing Date occurs prior to the date of Parent’s annual general meeting of holders of Parent Common Shares held during the calendar year ended December 31, 2023 (the “2023 Parent AGM”), Parent shall afford each of the Company Designees then serving on the Parent Board the opportunity to stand for re-election to the Parent Board at the 2023 Parent AGM; provided that (i) the Parent Nominating Committee shall not have determined in good faith following reasonable consultation with the applicable Company Designee that such Company Designee is no longer reasonably acceptable to the Parent Nominating Committee to serve on the Parent Board as a result of a material adverse development related to such Company Designee (which shall not relate to such Company Designee’s experience, expertise or qualifications) that occurs following (or of which Parent did not have knowledge prior to) the First Merger Effective Time, and (ii) if such Company Designee was independent under the rules and regulations of the NYSE and applicable Canadian Securities Laws as of immediately following the First Merger Effective Time, such Company Designee remains independent under such rules and regulations. In the event that any Company Designee is not nominated for re-election to the Parent Board at the 2023 Parent AGM pursuant to the immediately preceding sentence, the Parent Nominating Committee shall (A) reasonably consult with the other Company Designees in connection with selecting a replacement nominee and (B) consider in good faith the reasonable recommendations of such other Company Designees for the appropriate individual to serve as a replacement nominee. (c) Prior to the First Merger Effective Time, Parent shall take all actions necessary corporate action so that upon and immediately after or appropriate to procure the Effective Time, the size resignation of the Parent Board is increased by one member, and Dxxxxxxxx Xxxxxx (the “Company Director Designee”) is appointed to the Parent Board; provided that the Company Director Designee has provided a satisfactorily completed directors’ questionnaires to Parent prior to such appointment. In the event that the Company Director Designee is unable or unwilling to serve any directors serving on the Parent Board prior to the Effective Time, then a substitute who is a current independent director of the Company shall be designated by the Company on the earlier to occur of (a) five Business Days after the date that the Company Director Designee is determined to be unable to serve or informs the Company that she is unwilling to serve and (b) the fifth Business Day prior to the Closing Date, which substitute member shall be deemed to be a Company Director Designee for purposes of this Agreement. Any such substitute Company Director Designee shall be reasonably acceptable to the are not Parent Board. The Company Director Designee must (i) satisfy the director qualification standards set forth in the Corporate Governance Guidelines of Parent, (ii) meet the qualifications of an “independent director” under the rules of the NYSE and (iii) provide to Parent the information required by Article II, Section 11 of the Company’s Amended and Restated Bylaws regarding such Company Director Designee, and shall be elected or appointed to the Parent Board to fill the vacancies on the Parent Board created by such increase to serve until the first annual meeting of stockholders following the Closing or until their successors are elected and qualified. The provisions of this Section 2.6 are intended to be for the benefit of, and shall be enforceable by, the Company Director Designee. The obligations of Parent and the Surviving Company under this Section 2.6 shall not be terminated or modified in such a manner as to adversely affect the rights of the Company Director Designee unless (x) such termination or modification is required by applicable Law or (y) the Company Director Designee has consented in writing to such termination or modification Designees (it being expressly agreed understood that such resignation shall not constitute a voluntary termination with respect to any director of Parent or its Subsidiaries) to become effective as of the Company Director Designee shall First Merger Effective Time (pursuant to written resignation letters, copies of which will be a third-party beneficiary of this Section 2.6provided to the Company).

Directors of Parent. Prior to the Effective Time, Parent shall take all necessary corporate action so that upon and immediately after the Effective Time, (i) the size of the Parent Board is increased by one membertwo members and (ii) X. Xxxxxxxxx Xxxxxxxx and Xxxx X. Xxxxxxxx shall be appointed to the Parent Board (each, and Dxxxxxxxx Xxxxxx (the a “Company Director Designee”) is appointed to the Parent Board; provided that the ). Each Company Director Designee has must (a) at the time of such designation be a director of the Company, (b) have provided a satisfactorily fully completed directors’ questionnaires questionnaire to Parent prior to such appointmentappointment and (c) meet the qualifications of an “independent director” of Parent under the rules of the NYSE. In the event that the any Company Director Designee is unable or unwilling to serve on the Parent Board prior to the Effective Time, then a substitute who is a current independent director of the Company shall be designated by the Company on the earlier to occur of (a) five Business Days after the date that the Company Director Designee is determined to be unable to serve or informs the Company that she is unwilling to serve and (b) no later than the fifth Business Day (5th) day prior to the Closing Date, which substitute, if such substitute member satisfies the foregoing requirements, shall be deemed to be a Company Director Designee for purposes of this Agreement. Any such substitute Company Director Designee shall be reasonably acceptable Subject to the Parent Board. The ’s exercise of its legal duties as directors under applicable Law, Parent shall take all action necessary to nominate the Company Director Designee must (i) satisfy the director qualification standards set forth in the Corporate Governance Guidelines of Parent, (ii) meet the qualifications of an “independent director” under the rules of the NYSE and (iii) provide to Parent the information required by Article II, Section 11 of the Company’s Amended and Restated Bylaws regarding such Company Director Designee, and shall be elected or appointed Designees to the Parent Board to fill at the vacancies on Parent Board’s next annual meeting following the Effective Time, including, but not limited to, including the individuals as persons nominated as members of the Parent Board created by in the Parent Board’s proxy statement for such increase annual meeting, and recommending to serve until its shareholders to elect the first annual meeting of stockholders following Company Director Designees to the Closing or until their successors are elected and qualifiedParent Board. The provisions of this Section 2.6 are intended to be for the benefit of, and shall be enforceable by, the Company Director DesigneeDesignees. The obligations of Parent and the Surviving Company under this Section 2.6 shall not be terminated or modified in such a manner as to adversely affect the rights of the Company Director Designee Designees unless (xa) such termination or modification is required by applicable Law or (yb) the Company Director Designee has Designees have consented in writing to such termination or modification (it being expressly agreed that the Company Director Designee Designees shall be a third-party beneficiary beneficiaries of this Section 2.6).

Directors of Parent. Prior to the Effective Time, Parent shall take all necessary corporate action so that upon and immediately after the Effective Time, the size of the Parent Board is increased by one membertwo members, and Dxxxxxxxx Xxxxxx each of Xxxxx X. Xxxxx and Xxxxx Xxxxxxx (the “each, a "Company Director Designee”") is are appointed to the Parent Board; provided that the Company Director Designee has provided a satisfactorily completed directors’ questionnaires to Parent prior to such appointment. In the event that the Company Director Designee is either or both Xxxxx X. Xxxxx and Xxxxx Xxxxxxx are unable or unwilling to serve on the Parent Board prior to the Effective Time, then a substitute who is a current independent director of the Company shall be designated by the Company on the earlier to occur of (ai) five Business Days after the date that the such Company Director Designee is determined to be unable to serve or informs the Company that he or she is unwilling to serve and (bii) the fifth Business Day prior to the Closing Date, which substitute member shall be deemed to be a Company Director Designee for purposes of this Agreement. Any such substitute Company Director Designee shall be reasonably acceptable to the Parent Board. The Each Company Director Designee must (i) satisfy the director qualification standards set forth in the Corporate Governance Guidelines of Parent, (ii) meet the qualifications of an “"independent director” " under the rules of the NYSE and (iii) provide to Parent the information required by Article II, Section 11 of the Company’s 's Amended and Restated Bylaws regarding such Company Director DesigneeDesignees, and shall be are elected or appointed to the Parent Board to fill the vacancies on the Parent Board created by such increase to serve until the first annual meeting of stockholders following the Closing or until their successors are elected and qualified. The provisions of this Section 2.6 are intended to be for the benefit of, and shall be enforceable by, the Company Director DesigneeDesignees. The obligations of Parent and the Surviving Company Corporation under this Section 2.6 shall not be terminated or modified in such a manner as to adversely affect the rights of the Company Director Designee Designees unless (xa) such termination or modification is required by applicable Law or (yb) the Company Director Designee has Designees have consented in writing to such termination or modification (it being expressly agreed that the Company Director Designee Designees shall be a third-party beneficiary beneficiaries of this Section 2.6).

Directors of Parent. Prior to the Effective Time, Parent shall take all necessary corporate action so that upon and immediately after the Effective Time, the size of the Parent Board is increased by one member, and Dxxxxxxxx Xxxxxxx X. Xxxxxx (“Xxxxxx”) (the “Company Director Designee”) is appointed elected to the Parent Board; provided that Board to fill the Company Director Designee has provided a satisfactorily completed directors’ questionnaires to vacancy on the Parent prior to Board created by such appointmentincrease. In the event that the Company Director Designee Xxxxxx is unable or unwilling to serve on the Parent Board prior to the Effective TimeBoard, then a substitute who is a current independent director of the Company shall be designated by the Company on the earlier to occur of (a1) five Business Days after the date that the such Company Director Designee is determined to be unable to serve or informs the Company that he or she is unwilling to serve and (b2) the fifth Business Day prior to the Closing Date, which substitute member shall be deemed to be a Company Director Designee for purposes of this Agreement. Any such substitute Company Director Designee replacement for Xxxxxx shall be reasonably acceptable to the Parent Board. The If the Closing occurs before Parent’s 2019 annual meeting of the stockholders of Parent, then Parent, through the Parent Board, shall nominate such Company Director Designee must (i) satisfy for election to the director qualification standards set forth Parent Board in the Corporate Governance Guidelines proxy statement relating to the 2019 annual meeting of Parent, (ii) the stockholders of Parent following Closing. Any Company Director Designee made in substitute for Xxxxxx must meet the qualifications of an “independent director” under the rules of the NYSE and (iii) NYSE. The Company Director Designee must provide to Parent the information in respect of the Company Director Designee that would be required by Article II, Section 11 Regulation 14A under the Exchange Act for inclusion in proxy materials relating to the election of the Company’s Amended and Restated Bylaws regarding such directors if any Company Director Designee, and shall be elected or appointed to the Parent Board to fill the vacancies on the Parent Board created by such increase to serve until the first annual meeting of stockholders following the Closing or until their successors are elected and qualifiedDesignee were nominated for election as a director. The provisions of this Section 2.6 are intended to be for the benefit of, and shall be enforceable by, the Company Director Designee. The obligations of Parent and the Surviving Company under this Section 2.6 shall not be terminated or modified in such a manner as to adversely affect the rights of the Company Director Designee unless (xa) such termination or modification is required by applicable Law or (yb) the Company Director Designee has have consented in writing to such termination or modification (it being expressly agreed that the any Company Director Designee shall be a third-party beneficiary of this Section 2.6). The Parent Board shall not be required to take any action contemplated by this Section 2.6 if the Parent Board (or a committee thereof) determines, after consultation with outside legal counsel, that taking such action would be reasonably likely to be inconsistent with the directors’ duties under applicable Law.

Directors of Parent. Prior to the Effective Time, Parent shall take all necessary corporate action so that upon and immediately after the Effective Time, (i) the size of the Parent Board is increased by one membertwo (2) members, (ii) all of the current members of the Parent Board resign effective as of the Effective Time except for (A) M. Xxxxxxxxx Xxxxxxxx and Dxxxxxxxx Xxxxxx (B) Lxxx X. Xxxxxxxx, each of whom will remain on the Parent Board following the Effective Time (each, a “Continuing Director”) and (iii) up to six (6) persons designated by the Company no later than ten (10) days prior to the Effective Time are appointed to the Parent Board (each, a “Company Director Designee”). Each Continuing Director must (a) is appointed to at the Parent Board; provided that the Company Director Designee has time of such designation be a director of Parent, (b) have provided a satisfactorily fully completed directors’ questionnaires questionnaire to the Company prior to such appointment (the form of which was delivered by the Company to Parent prior to such appointmentthe date hereof) and (c) meet the qualifications of an “independent director” of Parent under the rules of the NYSE. In the event that the Company any Continuing Director Designee is unable or unwilling to serve on the Parent Board prior to the Effective Time, then a substitute who is a current independent director of the Company shall be designated by the Company on the earlier to occur of (a) five Business Days after the date that the Company Director Designee is determined to be unable to serve or informs the Company that she is unwilling to serve and (b) Parent no later than the fifth Business Day (5th) day prior to the Closing Date, which substitute member, if such substitute member satisfies the foregoing requirements, shall be deemed to be a Company Continuing Director Designee for purposes of this Agreement. Any Parent shall take all action necessary to nominate the Continuing Directors to the Parent Board at the Parent Board’s next annual meeting following the Effective Time, including, but not limited to, including the individuals as persons nominated as members of the Parent Board in the Parent Board’s proxy statement for such substitute Company Director Designee shall be reasonably acceptable annual meeting, and recommending to its shareholders to elect the Continuing Directors to the Parent Board. The Company Director Designee must (i) satisfy the director qualification standards set forth in the Corporate Governance Guidelines of Parent, (ii) meet the qualifications of an “independent director” under the rules of the NYSE and (iii) provide to Parent the information required by Article II, Section 11 of the Company’s Amended and Restated Bylaws regarding such Company Director Designee, and shall be elected or appointed to the Parent Board to fill the vacancies on the Parent Board created by such increase to serve until the first annual meeting of stockholders following the Closing or until their successors are elected and qualified. The provisions of this Section 2.6 are intended to be for the benefit of, and shall be enforceable by, the Company Director DesigneeDesignees and the Continuing Directors, as applicable. The obligations of Parent and the Surviving Company under this Section 2.6 shall not be terminated or modified in such a manner as to adversely affect the rights of the Company Director Designee Designees or the Continuing Directors unless (xa) such termination or modification is required by applicable Law or (yb) the Company Director Designee has Designees or the Continuing Directors, as applicable, have consented in writing to such termination or modification (it being expressly agreed that the Company Director Designee Continuing Directors shall be a third-party beneficiary beneficiaries of this Section 2.6).

Directors of Parent. Prior to the Effective Time, Parent shall take all necessary corporate action so that upon and immediately after the Effective Time, the size of the Parent Board is increased by one member, and Dxxxxxxxx Xxxxxxx X. Xxxxxx ("Xxxxxx") (the “"Company Director Designee”") is appointed elected to the Parent Board; provided that Board to fill the Company Director Designee has provided a satisfactorily completed directors’ questionnaires to vacancy on the Parent prior to Board created by such appointmentincrease. In the event that the Company Director Designee Xxxxxx is unable or unwilling to serve on the Parent Board prior to the Effective TimeBoard, then a substitute who is a current independent director of the Company shall be designated by the Company on the earlier to occur of (a1) five Business Days after the date that the such Company Director Designee is determined to be unable to serve or informs the Company that he or she is unwilling to serve and (b2) the fifth Business Day prior to the Closing Date, which substitute member shall be deemed to be a Company Director Designee for purposes of this Agreement. Any such substitute Company Director Designee replacement for Xxxxxx shall be reasonably acceptable to the Parent Board. If the Closing occurs before Parent's 2019 annual meeting of the stockholders of Parent, then Parent, through the Parent Board, shall nominate such Company Director Designee for election to the Parent Board in the proxy statement relating to the 2019 annual meeting of the stockholders of Parent following Closing. Any Company Director Designee made in substitute for Xxxxxx must meet the qualifications of an "independent director" under the rules of the NYSE. The Company Director Designee must (i) satisfy the director qualification standards set forth in the Corporate Governance Guidelines of Parent, (ii) meet the qualifications of an “independent director” under the rules of the NYSE and (iii) provide to Parent the information in respect of the Company Director Designee that would be required by Article II, Section 11 Regulation 14A under the Exchange Act for inclusion in proxy materials relating to the election of the Company’s Amended and Restated Bylaws regarding such directors if any Company Director Designee, and shall be elected or appointed to the Parent Board to fill the vacancies on the Parent Board created by such increase to serve until the first annual meeting of stockholders following the Closing or until their successors are elected and qualifiedDesignee were nominated for election as a director. The provisions of this Section 2.6 are intended to be for the benefit of, and shall be enforceable by, the Company Director Designee. The obligations of Parent and the Surviving Company under this Section 2.6 shall not be terminated or modified in such a manner as to adversely affect the rights of the Company Director Designee unless (xa) such termination or modification is required by applicable Law or (yb) the Company Director Designee has have consented in writing to such termination or modification (it being expressly agreed that the any Company Director Designee shall be a third-party beneficiary of this Section 2.6). The Parent Board shall not be required to take any action contemplated by this Section 2.6 if the Parent Board (or a committee thereof) determines, after consultation with outside legal counsel, that taking such action would be reasonably likely to be inconsistent with the directors' duties under applicable Law.

Directors of Parent. Prior to the Effective Time, Parent shall take all necessary corporate action so that upon and immediately after the Effective Time, the size of the Parent Board is increased by one membertwo members, and Dxxxxxxxx Xxxxxx each of Xxxxx X. Xxxxx and Xxxxx Xxxxxxx (the each, a “Company Director Designee”) is are appointed to the Parent Board; provided that the Company Director Designee has provided a satisfactorily completed directors’ questionnaires to Parent prior to such appointment. In the event that the Company Director Designee is either or both Xxxxx X. Xxxxx and Xxxxx Xxxxxxx are unable or unwilling to serve on the Parent Board prior to the Effective Time, then a substitute who is a current independent director of the Company shall be designated by the Company on the earlier to occur of (ai) five Business Days after the date that the such Company Director Designee is determined to be unable to serve or informs the Company that he or she is unwilling to serve and (bii) the fifth Business Day prior to the Closing Date, which substitute member shall be deemed to be a Company Director Designee for purposes of this Agreement. Any such substitute Company Director Designee shall be reasonably acceptable to the Parent Board. The Each Company Director Designee must (i) satisfy the director qualification standards set forth in the Corporate Governance Guidelines of Parent, (ii) meet the qualifications of an “independent director” under the rules of the NYSE and (iii) provide to Parent the information required by Article II, Section 11 of the Company’s Amended and Restated Bylaws regarding such Company Director DesigneeDesignees, and shall be are elected or appointed to the Parent Board to fill the vacancies on the Parent Board created by such increase to serve until the first annual meeting of stockholders following the Closing or until their successors are elected and qualified. The provisions of this Section 2.6 are intended to be for the benefit of, and shall be enforceable by, the Company Director DesigneeDesignees. The obligations of Parent and the Surviving Company Corporation under this Section 2.6 shall not be terminated or modified in such a manner as to adversely affect the rights of the Company Director Designee Designees unless (xa) such termination or modification is required by applicable Law or (yb) the Company Director Designee has Designees have consented in writing to such termination or modification (it being expressly agreed that the Company Director Designee Designees shall be a third-party beneficiary beneficiaries of this Section 2.6).

Directors of Parent. Prior to the Effective Time, Parent shall take all necessary corporate action so that upon and immediately after the Effective Time, the size of the Parent Board is increased by one member, and Dxxxxxxxx Xxxxxx an individual to be designated by the Mosaic Manager and reasonably acceptable to the Parent Board (the “Company Mosaic Director Designee”) is appointed to the Parent Board; provided that the Company Mosaic Director Designee has provided a satisfactorily completed directors’ questionnaires to Parent prior to such appointment. In the event that the Company Director Designee is unable or unwilling to serve on the Parent Board prior to the Effective Time, then a substitute who is a current independent director of the Company shall be been designated by the Company on the earlier to occur of (a) five Business Days after the date that the Company Director Designee is determined to be unable to serve or informs the Company that she is unwilling to serve and (b) Mosaic Manager no later than the fifth Business Day prior to the Closing Date, which substitute member shall be deemed has provided a satisfactorily completed directors’ questionnaire to be a Company Director Designee for purposes of this Agreement. Any Parent prior to such substitute Company Director Designee shall be reasonably acceptable to the Parent Board. The Company Director Designee must (i) satisfy appointment, satisfies the director qualification standards set forth in the Corporate Governance Guidelines of Parent, (ii) meet the qualifications of an “independent director” under the rules of the NYSE and (iii) provide provides to Parent the information required by Article II, Section 11 of the CompanyParent’s Amended and Restated Bylaws regarding such Company Mosaic Director Designee, and . The Mosaic Director Designee shall be elected or appointed to the Parent Board to fill the vacancies vacancy on the Parent Board created by such increase to serve until the first annual meeting of stockholders following the Closing or until their successors are elected and qualified. The provisions of this Section 2.6 7.07 are intended to be for the benefit of, and shall be enforceable by, the Company Mosaic Director Designee. The obligations of Parent and the Surviving Company under this Section 2.6 7.07 shall not be terminated or modified in such a manner as to adversely affect the rights of the Company Mosaic Director Designee unless (x) such termination or modification is required by applicable Law or (y) the Company Mosaic Director Designee has consented in writing to such termination or modification (it being expressly agreed that that, once designated, the Company Mosaic Director Designee shall be a third-party beneficiary of this Section 2.67.07).