Common use of Governance of Newco Clause in Contracts

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.