Initial Board Composition. Effective as of the Closing Date, the Board is anticipated to be comprised of eleven Directors, as follows: (i) the Chief Executive Officer of PGHL, (ii) four Directors designated by the CVC Designator and the Blackstone Designator, (iii) four Directors jointly designated by the FTAC Designators and (iv) two Directors, to be jointly designated as mutually agreed by the CVC Designator, the Blackstone Designator and Cannae, who shall be independent as required by the Securities and Exchange Commission and applicable listing exchange rules and regulations (such two Directors, the “Jointly Designated Directors”). A majority of the Directors shall be neither a citizen nor a resident of the United States.
Initial Board Composition. (a) As of the Effective Date, the initial number of directors of the Board (each, a “Director”) shall be seven (7).
(b) In accordance with the Company’s Organizational Documents, as of the Effective Date, the Directors shall be divided into three (3) classes of Directors designated as Class I, Class II and Class III. Each class of Directors shall consist, as nearly equal as possible, of one third (1/3) of the total number of Directors constituting the entire Board.
(c) The Parties shall take all Necessary Action to cause the initial composition of the Board, as of the Effective Date, to be divided into Class I, Class II and Class III, as follows:
(i) the Class I Directors shall be comprised of two (2) Founders Independent Directors;
(ii) the Class II Directors shall be comprised of the Crescera Director and the Inovabra Director; and
(iii) the Class III Directors shall be comprised of the Sponsor Director and the two (2) remaining Founders Directors; provided, that if the Sponsor Director does not comply with the Independent Requirements, one (1) out of the two (2) Founders Directors who are Class III Directors shall comply with the Independent Requirements.
(d) The initial term of the Class I Directors shall expire at the first (1st) annual meeting of shareholders of the Company following the Effective Date at which Directors are elected. The initial term of the Class II Directors shall expire at the second (2nd) annual meeting of shareholders of the Company following the Effective Date at which Directors are elected. The initial term of the Class III Directors shall expire at the third (3rd) annual meeting of shareholders of the Company following the Effective Date at which Directors are elected. Thereafter, at each succeeding annual general meeting of the Company, successors to the class of Directors whose term expires at that meeting shall be elected for a three (3)-year term of office pursuant to the appointment rights set forth in Sections 2.1(b) and 2.1(c) above, except that (i) the Sponsor’s appointment right to appoint the Sponsor Director pursuant to Section 2.1(c)(iii) shall terminate following the expiration of the initial term of the Sponsor Director, and (ii) the Founders shall have the right to appoint one (1) additional Founders Director to replace the Sponsor Director; provided, that if the Sponsor Director to be replaced meets the Independent Requirements, then the Founders Director to replace such Sponsor Director shall be a Founders Ind...
Initial Board Composition. Effective as of the Closing Date, and in accordance with the Certificate of Incorporation, the Company shall have a classified Board, with three classes of Directors, and the Board will be comprised of nine (9) Directors in total. Class I will be comprised of three (3) Directors, to be jointly designated as mutually agreed by the Trebia Sponsors, Cannae and Mr. Blend, each of whom shall be independent (the “Class I Jointly Designated Directors”). Class II will be comprised of three (3) Directors, which will include one (1) Director designated by Cannae, who shall initially be Xxxxxxx Xxxxx, or in the event that Cannae does not acquire at least 4.0% of the aggregate outstanding Common Shares on the Closing Date, the Trebia Sponsors, one (1) Director designated by Mr. Blend and one (1) Director to be jointly designated as mutually agreed by the Trebia Sponsors, Cannae and Mr. Blend, who shall be independent (the “Class II Jointly Designated Director”). Class III will be comprised of three (3) Directors, which will include one (1) Director designated by Cannae, who shall initially be Xxxxx Xxxxxxx, or in the event that Cannae does not acquire at least 4.0% of the aggregate outstanding Common Shares on the Closing Date, the Trebia Sponsors, one (1) Director designated by Mr. Blend and one (1) Director to be jointly designated as mutually agreed by the Trebia Sponsors, Cannae and Mr. Blend, who shall be independent (the “Class III Jointly Designated Director” and, together with the Class I Jointly Designated Directors and the Class II Jointly Designated Director, the “Jointly Designated Directors”).
Initial Board Composition. Effective as of the Closing Date, the Board is anticipated to be comprised of eight (8) Directors, as follows: (i) the Chief Executive Officer of the Company, (ii) three (3) Directors designated by the Blackstone Designator, (iii) three (3) directors jointly designated by the Sponsor Designators and (iv) one Director, to be jointly designated as mutually agreed by the Blackstone Designator and Sponsor Designator, who shall be independent as required by the Securities and Exchange Commission and applicable listing exchange rules and regulations (such jointly designated director, the “Jointly Designated Director”). The initial chairman of the Board (the “Chairman”) is anticipated to be Xxxxxxx X. Xxxxx (who shall be one of the Sponsor Designees). Xx. Xxxxx shall be appointed as the Chairman for so long as he is a Sponsor Designee, and, thereafter, the Chairman shall be elected by a majority of the Board.
Initial Board Composition. Effective as of the Closing, the Company Board shall initially consist of nine (9) members comprised of (i) five directors designated by Xxxxxxx as follows: (A) Xxxx X. Xxxxx (the “Old Aspen Tech Chair”), the chair of the Old Aspen Tech board of directors (the “Old Aspen Tech Board”) as of the date of the Transaction Agreement, who shall be the initial chair of the Company Board, (B) one director designated by Xxxxxxx, and (C) three (3) directors designated by Xxxxxxx after consultation with the Old Aspen Tech Chair (it being understood that, as of the date of the Transaction Agreement, it was Xxxxxxx’x expectation that the persons in this clause (C) would be (x) members of the Old Aspen Tech Board or
Initial Board Composition. Effective as of the Closing, the Company Board shall initially consist of nine (9) members comprised of (i) five directors designated by Emerson as follows: (A) Xxxx X. Xxxxx (the “Old Aspen Tech Chair”), the chair of the Old Aspen Tech board of directors (the “Old Aspen Tech Board”) as of the date of the Transaction Agreement, who shall be the initial chair of the Company Board, (B) one director designated by Emerson, and (C) three (3) directors designated by Emerson after consultation with the Old Aspen Tech Chair (it being understood that, as of the date of the Transaction Agreement, it was Xxxxxxx’x expectation that the persons in this clause (C) would be (x) members of the Old Aspen Tech Board or (y) Independent Directors) (for the avoidance of doubt, the persons in this clause (i) are Emerson Designees), (ii) the Chief Executive Officer of Old Aspen Tech immediately prior to the Closing, and (iii) three (3) directors that are Independent Directors designated by Old Aspen Tech, and reasonably acceptable to Emerson, which directors shall have been designated by Old Aspen Tech prior to the designation of any director (other than the Old Aspen Tech Chair) by Emerson pursuant to this Section 3.1. Effective as of the Closing, the initial chair of the Compensation Committee of the Company Board (the “Compensation Committee”) shall be designated by Old Aspen Tech.
Initial Board Composition. The Board shall initially consist of seven (7) individuals (each in such capacity, a “Manager”, and together, the “Managers”), which are initially designated as set forth in the Plan. Subject to the terms and conditions herein, the number of Managers may be increased or decreased by the approval of the Board and such approval shall include (i) at least one Tier 1 Manager then serving on the Board for so long as the Tier 1 Group Majority has the right to designate and appoint at least one Manager pursuant to Section 6.4(a)(i), and (ii) the Tier 2 Manager then serving on the Board for so long as the Tier 2 Group Majority has the right to designate and appoint a Manager pursuant to Section 6.4(a)(ii); provided, however, that the Board may not reduce the number of Managers to a number less than the greater of seven (7) and the number of Managers then serving. As of the Effective Date, the Tier 1 Managers shall be Xxxxxxxx Xxxxxx and Xxxxxx Xxxxx, the Tier 2 Manager shall be Xxxxxxx Xxxxxx, the Joint Manager shall be Xxxxx Xxxxxxx, the Independent Managers shall be Xxxxxxxxxx Xxxxxxx and Xxxxxxxx Xxxxx, and the Other Manager shall be the Initial CEO.
Initial Board Composition. Upon the Closing, the Board of Directors shall consist of 13 members, with the two additional members nominated by the Purchaser (the “Purchaser Nominees”) in addition to the exiting 11 members of the Board of Directors. Each Purchaser Nominee must be eligible to serve on a NYSE-listed company board of directors under applicable Law, Commission rules, the New York Stock Exchange rules, and the nomination criteria policies of the Corporate Governance and Nominating Committee of the Board of Directors in effect as of the date of this Agreement. Such two additional directors shall be allocated as evenly as possible into the Company’s three-class staggered board structure.
Initial Board Composition. (a) As of the Effective Date, the initial number of directors of the Board (each, a “Director”) shall be seven (7), of which (i) EAH shall have the right to designate for nomination by the Board five (5) of the Directors (the
Initial Board Composition. (a) Effective as of the Closing and at all times thereafter, subject to Section 2.02(c), the size of the Board shall be fixed at nine directors. Effective as of the Closing, the Board (the “Initial Board”) shall be comprised of:
(i) three directors designated by the Investor as Investor Designees, who initially shall be (A) Xxxxxx O’Day and (B) two other individuals designated in writing by the Investor to the Company prior to the Closing;
(ii) two Existing VC Representatives agreed in writing by the Company and the Investor prior to the Closing;
(iii) three Independent Directors, who initially shall be (A) Xxxxx Xxxxxxxxx, MD, (B) Xxxx Xxxxx and (C) the other individual agreed in writing by the Company and the Investor prior to the Closing, unless otherwise agreed in writing by the Company and the Investor prior to the Closing; and
(iv) the Chief Executive Officer of the Company.
(b) If any of the individuals listed in Section 2.01(a)(i) shall be unwilling or unable to serve as a director of the Company as of the Closing, then the Investor shall have the right to designate another individual to fill such seat and serve as a director on the Board effective as of the Closing. If any of the individuals listed in Section 2.01(a)(ii) or (iii) shall be unwilling or unable to serve as a director of the Company as of the Closing, then the Company and the Investor shall in each case mutually agree in writing upon an Independent Director to fill any such seat prior to the Closing.
(c) The Company agrees to take all other necessary actions, including those set forth in Article 4 of the Transaction Agreement, to ensure that, effective as of the Closing, the composition of the Board is as set forth in Section 2.01(a).
