Governance of Newco. Telenor and Alfa shall have selected Newco’s CEO in accordance with the procedure described in Schedule 7.1(g) and caused Newco to have entered into an employment agreement with such individual, and the three (3) designees to become “Unaffiliated Directors” (as such term is defined in the Shareholders Agreement) shall have been identified by the Parties in accordance with the Shareholders Agreement, and such individuals shall have consented to be named in the Registration Statement to be filed with the SEC.
Governance of Newco. Hippo and Rhino shall cause Newco to, and Newco shall, take all actions necessary so that at the Effective Time, the Newco Board of Directors shall consist of nine (9) directors, four (4) of whom shall be designated by Hippo, four (4) of whom shall be designated by Rhino and one of whom shall be the Chief Executive Officer of Newco. Subject to the next sentence, Hippo shall be entitled to designate the Chairman of the Newco Board of Directors and the Chairman of the Audit Committee of the Newco Board of Directors at the Effective Time, subject to the consent of Rhino, which shall not be unreasonably withheld. Each of the Hippo and Rhino director designees shall be independent persons with respect to Hippo, Rhino and Newco as defined under applicable New York Stock Exchange rules and the initial Governance Guidelines for Newco; provided that, notwithstanding the foregoing, R. Xxxxx Xxxx, Xxxxxx X. Xxxxx and Xxxx X. Xxxx may be Hippo or Rhino director designees (but may not serve as Chairman of the Newco Board of Directors). Hippo and Rhino shall designate by mutual agreement the individuals who will serve as Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Chief Administrative Officer and General Counsel of Newco from and after the Effective Time until their successors are duly appointed.
Governance of Newco. The governance of Newco shall be reflected, to the maximum extent possible and, if necessary, also providing different classes of shares, into a by-laws to be adopted as soon as possible (the “Newco By- Laws”). In particular, the following provisions shall apply: Corporate purpose. The corporate scope of Newco shall consist exclusively (i) in the holding and progressive and prompt divestment of the CF Other Assets and Liabilities and (ii) following the Contributions, also in the holding, the management aimed at the valorization and the divestment, indirectly, pursuant to the provisions of the Shareholders’ Agreement, of the shareholding in CF (hereafter, the “CF Shareholding”), which, after the divestment of the CF Other Assets and Liabilities, shall be the only asset of Newco and, indirectly, of the Pirelli Shares. Therefore Newco shall not carry out any activity or transaction or perform any act, other than those strictly necessary to and aimed at, before the Contributions, the holding and progressive and prompt divestment of the CF Other Assets and Liabilities and, after the Contributions, also the holding, management and following divestment, directly, of the CF Shareholding and, indirectly limited to what provided in the Shareholders’ Agreement.
Governance of Newco. Scripps and Journal shall cause Newco to, and Newco shall, take all actions necessary so that at the Newspaper Merger Effective Time, the Newco Board of Directors shall initially consist of seven or eight directors, one of whom initially shall be the Chief Executive Officer of Newco, one of whom initially shall be the Chairman of the Board of Newco and none of whom shall include any signatory to the Scripps Family Agreement or any member of the Board of Directors or officer of Scripps upon consummation of the Broadcast Merger. No officer or director of Newco or any of its Subsidiaries shall be an officer of director of Scripps or any of its Subsidiaries.
Governance of Newco. All operations of Newco will be under the governance and control of OMC. OMC will provide the District with stewardship reports twice a year regarding Newco operations in the District.
Governance of Newco. (a) IAC shall cause NewCo to take all necessary corporate action to, at or prior to the Effective Time, cause the certificate of incorporation of NewCo to be amended and restated to read in its entirety as set forth in Exhibit C, and as so amended and restated, shall be the certificate of incorporation of NewCo until thereafter amended in accordance with the provisions thereof and applicable Law. In accordance with the amended and restated certificate of incorporation, as of the Effective Time, NewCo shall be named XXXX Homeservices Inc.
