Common use of IPO Committee Clause in Contracts

IPO Committee. Subject to the terms of this Section 5.1(r)(v), the Board shall irrevocably form (and, pursuant to the approval of this Agreement by the Board, the Board hereby does irrevocably create) an initial public offering committee (the “IPO Committee”), which Committee shall be and hereby is directed by the Members, pursuant to the approval of this Agreement by the Board is hereby directed by the Board, to approve an IPO in accordance with the terms set forth on Schedule 5.1(r)(v) and shall be and hereby is charged by the Members, and pursuant to the approval of this Agreement by the Board is hereby charged by the Board, with the full power and exclusive authority to evaluate, negotiate, establish the terms of and approve an IPO and related transactions and actions; provided, however, that (i) notwithstanding the foregoing, the IPO Committee is dissolved if an IPO has not been priced in accordance with the terms set forth on Schedule 5.1(r)(v); (ii) notwithstanding the foregoing, any IPO approved by the IPO Committee may be vetoed prior to the pricing of such IPO by the Board pursuant to a Special Board Approval; (iii) the IPO Committee shall cause the Company to use commercially reasonable efforts to cause the IPO to be in the form of an “Up-C” transaction (or other similar transaction having substantially the same tax treatment); (iv) (A) the IPO Committee shall, no later than forty-five (45) days prior to the reasonably expected date of effectiveness of a registration statement under the Securities Act in connection with an IPO, present to Walgreens and the Founders a proposal regarding the steps that would be undertaken to effectuate such “Up-C” transaction, including a proposal of all actions that would be required or prudent in order for the steps undertaken to effectuate the “Up-C” transaction (and any associated restructurings) to fit within one or more of the categories set forth in Treasury Regulations Section 1.7704-1(e) and (B) the specific structuring and terms of such “Up-C” transaction (particularly from a tax perspective) shall be subject to reasonable and good faith discussion and consultation among the IPO Committee, the Founders and Walgreens; and (v) Special Board Approval shall be required to approve any related transaction or action involving the formation of or conversion of the Company into the VMD Corporation that would not be done in a manner that protects the economic and governance rights of the Members, except as provided in this Agreement, such that each Member (a) retains the same economic interests in the Company and the VMD Corporation on a combined basis as they held in the Company immediately prior to the formation of or conversion into the VMD Corporation, (b) continues to have the same relative rights, privileges, preferences, contractual and governance rights and obligations relating to such economic interests as they had relative to their economic interests in the Company immediately prior to formation of or conversion into the VMD Corporation and (c) has the same voting rights, consent rights and covenant protections that they enjoy with respect to the Company immediately prior to the formation of or conversion into the VMD Corporation; provided, however, that the formation of the VMD Corporation or the conversion into the VMD Corporation in accordance with Sections 9.1 and 9.2 hereof shall be deemed to satisfy clauses (a), (b) and (c) above. All Members agree that prior to any dissolution of the IPO Committee as set forth in the foregoing the decision to approve an IPO shall be under the exclusive authority of the IPO Committee and the Company may not consummate any IPO that was not approved by the IPO Committee during its existence, subject to the foregoing and the other terms of this Section 5.1(r)(v), and that the Company shall use commercially reasonable efforts to pursue, prepare for and, subject to approval by the IPO Committee, price an IPO in accordance with the terms set forth on Schedule 5.1(r)(v) and consummate such IPO. To the extent that any Member does not take any actions when requested by the IPO Committee pursuant to this Section 5.1(r)(v), such Member has breached such Member’s material obligations under this Agreement, each such Member hereby constitutes and appoints the IPO Committee as such Member’s true and lawful attorney-in-fact and authorizes such attorney-in-fact to execute on behalf of such Member any and all documents and instruments which such attorney-in-fact deems necessary and appropriate in connection with an IPO. The foregoing power of attorney is irrevocable and is coupled with an interest. The IPO Committee shall be comprised of three (3) Directors, consisting of one (1) Walgreens Director, one (1) Non-Walgreens Director and the Chairman.

IPO Committee. Subject to the terms of this Section 5.1(r)(v), the Board shall irrevocably form and maintain (and, pursuant to the approval of this Agreement by the Board, the Board hereby does irrevocably create) an initial public offering committee (the “IPO Committee”), which Committee shall be and hereby is directed by the Members, pursuant to the approval of this Agreement by the Board is hereby directed by the Board, to approve an IPO in accordance with the terms set forth on Schedule 5.1(r)(v) and shall be and hereby is charged by the Members, and pursuant to the approval of this Agreement by the Board is hereby charged by the Board, with the full power and exclusive authority to evaluate, negotiate, establish the terms of and approve an IPO and related transactions and actions; provided, however, that (i) notwithstanding the foregoing, the IPO Committee is dissolved if an IPO has not been priced in accordance with the terms set forth on Schedule 5.1(r)(v); (ii) notwithstanding the foregoing, any IPO approved by the IPO Committee may be vetoed prior to the pricing of such IPO by the Board pursuant to a Special Board Approval; (iii) the IPO Committee shall cause the Company to use commercially reasonable efforts to cause the IPO to be in the form of an “Up-C” transaction (or other similar transaction having substantially the same tax treatment); (iv) (A) the IPO Committee shall, no later than forty-five (45) days prior to the reasonably expected good faith estimated date of effectiveness of a registration statement under the Securities Act in connection with an IPO, present to Walgreens and the Founders a proposal regarding the steps that would be undertaken to effectuate such “Up-C” transaction, including a proposal of all actions that would be required or prudent in order for the steps undertaken to effectuate the “Up-C” transaction (and any associated restructurings) to fit within one or more of the categories set forth in Treasury Regulations Section 1.7704-1(e) and (B) the specific structuring and terms of such “Up-C” transaction (particularly from a tax perspective) shall be subject to reasonable and good faith discussion and consultation among the IPO Committee, the Founders and Walgreens; and (v) Special Board Approval shall be required to approve any related transaction or action involving the formation of or conversion of the Company into the VMD Corporation that would not be done in a manner that protects the economic and governance rights of the Members, except as provided in this Agreement, such that each Member (a) retains the same economic interests in the Company and the VMD Corporation on a combined basis as they held in the Company immediately prior to the formation of or conversion into the VMD Corporation, (b) continues to have the same relative rights, privileges, preferences, contractual and governance rights and obligations relating to such economic interests as they had relative to their economic interests in the Company immediately prior to formation of or conversion into the VMD Corporation and (c) has the same voting rights, consent rights and covenant protections that they enjoy with respect to the Company immediately prior to the formation of or conversion into the VMD Corporation; provided, however, that the formation of the VMD Corporation or the conversion into the VMD Corporation in accordance with Sections 9.1 and 9.2 hereof shall be deemed to satisfy clauses (a), (b) and (c) above. All Members agree that prior to any dissolution of the IPO Committee as set forth in the foregoing the decision to approve an IPO shall be under the exclusive authority of the IPO Committee and the Company may not consummate any IPO that was not approved by the IPO Committee during its existence, subject to the foregoing and the other terms of this Section 5.1(r)(v), and that the Company shall use commercially reasonable efforts to pursue, prepare for and, subject to approval by the IPO Committee, price an IPO in accordance with the terms set forth on Schedule 5.1(r)(v) and consummate such IPO. To the extent that any Member does not take any actions when requested by the IPO Committee pursuant to this Section 5.1(r)(v), such Member has breached such Member’s material obligations under this Agreement, each such Member hereby constitutes and appoints the IPO Committee as such Member’s true and lawful attorney-in-fact and authorizes such attorney-in-fact to execute on behalf of such Member any and all documents and instruments which such attorney-in-fact deems necessary and appropriate in connection with an IPO. The foregoing power of attorney is irrevocable and is coupled with an interest. The IPO Committee shall be comprised of three (3) Directors, consisting of one (1) Walgreens Director, one (1) Non-Walgreens Director and the Chairman.

IPO Committee. Subject (a) The parties hereto (other than the Selling Investors, whose agreement is not required) agree to the terms formation of this Section 5.1(r)(v), the Board shall irrevocably form (and, pursuant to the approval of this Agreement by the Board, the Board hereby does irrevocably create) an initial public offering a committee (the “IPO Committee”), which Committee shall be and hereby is directed by ) comprised of the Members, pursuant to the approval of this Agreement by the Board is hereby directed by the Board, to approve an IPO in accordance with the terms individuals set forth on Schedule 5.1(r)(v) and shall Section 9.12 of the Newhall Disclosure Schedule. A member of the IPO Committee may only be and hereby is charged removed by unanimous consent of the Members, and pursuant parties hereto (other than the Selling Investors). If any member of the IPO Committee resigns (which any member may do at any time by written notice to the approval Company), becomes incapacitated or dies, then the party or parties hereto with which such member of this Agreement by the Board is hereby charged by the Board, with the full power and exclusive authority to evaluate, negotiate, establish the terms of and approve an IPO and related transactions and actions; provided, however, that (i) notwithstanding the foregoing, the IPO Committee is dissolved if affiliated may appoint an individual as a replacement member to the IPO has Committee. (b) The parties hereto (other than the Selling Investors, whose agreement is not been priced in accordance with required) hereby authorize the terms set forth on Schedule 5.1(r)(v)IPO Committee, acting by majority vote, to approve: (i) the timing for completing the IPO and effecting the Closing hereunder, provided that the IPO and Closing occur prior to the Outside Date; (ii) notwithstanding the foregoing, number of Class A Common Shares to be sold in the IPO; (iii) the Price to the Public and underwriting discounts and commissions in the IPO; (iv) any IPO material change to the compensation arrangements for the senior management of the Company from the compensation arrangements for the senior management of FPH that were previously approved by the IPO Committee may be vetoed prior (provided that Xx. Xxxxxx shall not participate in any decision relating to changes to his own compensation arrangements); (v) pursuant to Section 9.04, any press release or other public statement relating to the pricing of such IPO by the Board transactions contemplated hereby; (vi) pursuant to Section 9.05(g), any party’s agreement, as part of a Special Board Approvalvoluntary settlement of any tax-related claim by any Governmental Authority, to treat the transactions that are the subject of this Agreement other than as described herein; and (vii) any increase in the Cost Sharing Cap. (c) The parties hereto (other than the Selling Investors, whose agreement is not required) also authorize the IPO Committee, acting with the approval of four (4) out of the five (5) IPO Committee members, to: (i) consent to certain actions pursuant to Section 9.01; (ii) terminate this Agreement on behalf of all of the parties hereto; (iii) approve the IPO Committee shall cause terms of any indebtedness incurred by the Company to use commercially reasonable efforts to cause and/or any of its Subsidiaries in connection with the IPO to be in the form of an “Up-C” transaction (or other similar transaction having substantially the same tax treatment)IPO; and (iv) (A) the IPO Committee shallapprove, no later than forty-five (45) days prior to the reasonably expected date of effectiveness of a registration statement under the Securities Act in connection with an IPO, present to Walgreens and the Founders a proposal regarding the steps that would be undertaken to effectuate such “Up-C” transaction, including a proposal on behalf of all actions that would be required or prudent in order for the steps undertaken to effectuate the “Up-C” transaction (and any associated restructurings) to fit within one or more of the categories set forth in Treasury Regulations Section 1.7704-1(e) and (B) the specific structuring and terms parties hereto, any waiver of such “Up-C” transaction (particularly from a tax perspective) shall be subject to reasonable and good faith discussion and consultation among the IPO Committee, the Founders and Walgreens; and (v) Special Board Approval shall be required to approve any related transaction or action involving the formation provision of or conversion of the Company into the VMD Corporation that would not be done in a manner that protects the economic and governance rights of the Members, except as provided in this Agreement, such that each Member (a) retains the same economic interests in the Company and the VMD Corporation on a combined basis as they held in the Company immediately prior to the formation of or conversion into the VMD Corporation, (b) continues to have the same relative rights, privileges, preferences, contractual and governance rights and obligations relating to such economic interests as they had relative to their economic interests in the Company immediately prior to formation of or conversion into the VMD Corporation and (c) has the same voting rights, consent rights and covenant protections that they enjoy with respect to the Company immediately prior to the formation of or conversion into the VMD Corporation; provided, however, that the formation IPO Committee may not provide any waiver that (1) changes the Outside Date to a later date, (2) modifies the cash consideration to be received by the Selling Investors pursuant to Section 2.01(b), or (3) imposes any additional liability on any Investor without the consent of such Investor. (d) The parties hereto (other than the Selling Investors, whose agreement is not required) hereby agree that, at the time of the VMD Corporation or IPO, the conversion into directors of the VMD Corporation in accordance with Sections 9.1 and 9.2 hereof Company shall be deemed to satisfy clauses Xxxxx Xxxxxx (aChairman), (b) and (c) above. All Members agree that prior to any dissolution Xxxx Xxxxxxxxxx, Xxxxxx Xxxxxx, Xxxx Xxxxxxxx, Xxx Xxxxx, Xxxxxxx Xxxxx, Xxxx Xxxx, an individual designated by the committee of the IPO Committee as set forth in the foregoing the decision to approve an IPO shall be under the exclusive authority Board of Managers of the IPO Committee Company established for such purpose and the Company may not consummate any IPO that was not approved by the IPO Committee during its existence, subject to the foregoing and the other terms of this Section 5.1(r)(vXx. Xxxxxx (whose approval shall not be unreasonably withheld), and that the Company shall use commercially reasonable efforts to pursue, prepare for and, subject to approval three individuals selected by the IPO Committee, price an IPO in accordance with the terms set forth on Schedule 5.1(r)(v) and consummate such IPO. To the extent that any Member does not take any actions when requested by the IPO Committee pursuant to this Section 5.1(r)(v), such Member has breached such Member’s material obligations under this Agreement, each such Member hereby constitutes and appoints the IPO Committee as such Member’s true and lawful attorney-in-fact and authorizes such attorney-in-fact to execute on behalf of such Member any and all documents and instruments which such attorney-in-fact deems necessary and appropriate in connection with an IPO. The foregoing power of attorney is irrevocable and is coupled with an interestacting unanimously. The IPO Committee Committee, acting unanimously, shall determine (i) the identity of a lead independent director who shall have powers and responsibilities that are customary for a lead independent director of a public company, as reasonably determined as of the Closing Date by the Board of Directors of the Company (subject to change from time to time after the Closing Date as determined by the Board of Directors); (ii) the relevant class of the board to which each director shall be comprised appointed; provided, that Xx. Xxxxxx shall be appointed to Class III (term expiring on the date of three the third annual meeting of shareholders held by the Company following the Closing) and (3iii) Directors, consisting whether to modify Exhibit A hereto (the Company LLC Agreement) prior to the IPO to increase the authorized size of one (1) Walgreens Director, one (1) Non-Walgreens Director and the Chairmanboard of directors of the Company.

IPO Committee. Subject to the terms of this Section 5.1(r)(v), the Board shall irrevocably form and maintain (and, pursuant to the approval of this Agreement by the Board, the Board hereby does irrevocably create) an initial public offering committee (the “IPO Committee”), which Committee shall be and hereby is directed by the Members, pursuant to the approval of this Agreement by the Board is hereby directed by the Board, to approve an IPO in accordance with the terms set forth on Schedule 5.1(r)(v) and shall be and hereby is charged by the Members, and pursuant to the approval of this Agreement by the Board is hereby charged by the Board, with the full power and exclusive authority to evaluate, negotiate, establish the terms of and approve an IPO and related transactions and actions; provided, however, that (i) notwithstanding the foregoing, the IPO Committee is dissolved if an IPO has not been priced in accordance with the terms set forth on Schedule 5.1(r)(v); (ii) notwithstanding the foregoing, any IPO approved by the IPO Committee may be vetoed prior to the pricing of such IPO by the Board pursuant to a Special Board Approval; (iii) the IPO Committee shall cause the Company to use commercially reasonable efforts to cause the IPO to be in the form of an “Up-C” transaction (or other similar transaction having substantially the same tax treatment); (iv) (A) the IPO Committee shall, no later than forty-five (45) days prior to the reasonably expected good faith estimated date of effectiveness of a registration statement under the Securities Act in connection with an IPO, present to Walgreens and the Founders a proposal regarding the steps that would be undertaken to effectuate such “Up-C” transaction, including a proposal of all actions that would be required or prudent in order for the steps undertaken to effectuate the “Up-C” transaction (and any associated restructurings) to fit within one or more of the categories set forth in Treasury Regulations Section 1.7704-1(e) and (B) the specific structuring and terms of such “Up-C” transaction (particularly from a tax perspective) shall be subject to reasonable and good faith discussion and consultation among the IPO Committee, the Founders and Walgreens; and (v) Special Board Approval shall be required to approve any related transaction or action involving the formation of or conversion of the Company into the VMD Corporation that would not be done in a manner that protects the economic and governance rights of the Members, except as provided in this Agreement, such that each Member (a) retains the same economic interests in the Company and the VMD Corporation on a combined basis as they held in the Company immediately prior to the formation of or conversion into the VMD Corporation, (b) continues to have the same relative rights, privileges, preferences, contractual and governance rights and obligations relating to such economic interests as they had relative to their economic interests in the Company immediately prior to formation of or conversion into the VMD Corporation and (c) has the same voting rights, consent rights and covenant protections that they enjoy with respect to the Company immediately prior to the formation of or conversion into the VMD Corporation; provided, however, that the formation of the VMD Corporation or the conversion into the VMD Corporation in accordance with Sections 9.1 and 9.2 hereof shall be deemed to satisfy clauses (a), (b) and (c) above. All Members agree that prior to any dissolution of the IPO Committee as set forth in the foregoing the decision to approve an IPO shall be under the exclusive authority of the IPO Committee and the Company may not consummate any IPO that was not approved by the IPO Committee during its existence, subject to the foregoing and the other terms of this Section 5.1(r)(v), and that the Company shall use commercially reasonable efforts to pursue, prepare for and, subject to approval by the IPO Committee, price an IPO in accordance with the terms set forth on Schedule 5.1(r)(v) and consummate such IPO. To the extent that any Member does not take any actions when requested by the IPO Committee pursuant to this Section 5.1(r)(v), such Member has breached such Member’s material obligations under this Agreement, each such Member hereby constitutes and appoints the IPO Committee as such Member’s true and lawful attorney-in-fact and authorizes such attorney-in-fact to execute on behalf of such Member any and all documents and instruments which such attorney-in-fact deems necessary and appropriate in connection with an IPO. The foregoing power of attorney is irrevocable and is coupled with an interest. The IPO Committee shall be comprised of three (3) Directors, consisting of one (1) Walgreens Director, one (1) Non-Walgreens Director and the Chairman.

IPO Committee. Subject (a) The parties hereto (other than the Selling Investors, whose agreement is not required) agree to the terms formation of this Section 5.1(r)(v), the Board shall irrevocably form (and, pursuant to the approval of this Agreement by the Board, the Board hereby does irrevocably create) an initial public offering a committee (the “IPO Committee”), which Committee shall be and hereby is directed by ) comprised of the Members, pursuant to the approval of this Agreement by the Board is hereby directed by the Board, to approve an IPO in accordance with the terms individuals set forth on Schedule 5.1(r)(v) and shall Section 9.12 of the Newhall Disclosure Schedule. A member of the IPO Committee may only be and hereby is charged removed by unanimous consent of the Members, and pursuant parties hereto (other than the Selling Investors). If any member of the IPO Committee resigns (which any member may do at any time by written notice to the approval Company), becomes incapacitated or dies, then the party or parties hereto with which such member of this Agreement by the Board is hereby charged by the Board, with the full power and exclusive authority to evaluate, negotiate, establish the terms of and approve an IPO and related transactions and actions; provided, however, that (i) notwithstanding the foregoing, the IPO Committee is dissolved if affiliated may appoint an individual as a replacement member to the IPO has Committee. (b) The parties hereto (other than the Selling Investors, whose agreement is not been priced in accordance with required) hereby authorize the terms set forth on Schedule 5.1(r)(v)IPO Committee, acting by majority vote, to approve: (i) the timing for completing the IPO and effecting the Closing hereunder, provided that the IPO and Closing occur prior to the Outside Date; (ii) notwithstanding the foregoing, number of shares of Company Common Stock to be sold in the IPO; (iii) the Price to the Public and underwriting discounts and commissions in the IPO; (iv) any IPO material change to the compensation arrangements for the senior management of the Company that have been previously approved by the IPO Committee may be vetoed prior (provided that Xx. Xxxxxx shall not participate in any decision relating to changes to his own compensation arrangements); (v) pursuant to Section 9.04, any press release or other public statement relating to the pricing of such IPO by the Board transactions contemplated hereby; (vi) pursuant to Section 9.05(g), any party’s agreement, as part of a Special Board Approvalvoluntary settlement of any tax-related claim by any Governmental Authority, to treat the transactions that are the subject of this Agreement other than as described herein; and (vii) any increase in the Cost Sharing Cap. (c) The parties hereto (other than the Selling Investors, whose agreement is not required) also authorize the IPO Committee, acting with the approval of four (4) out of the five (5) IPO Committee members, to: (i) consent to certain actions pursuant to Section 9.01; (ii) terminate this Agreement on behalf of all of the parties hereto; (iii) approve the IPO Committee shall cause terms of any indebtedness incurred by the Company to use commercially reasonable efforts to cause and/or any of its Subsidiaries in connection with the IPO to be in the form of an “Up-C” transaction (or other similar transaction having substantially the same tax treatment)IPO; and (iv) (A) the IPO Committee shallapprove, no later than forty-five (45) days prior to the reasonably expected date of effectiveness of a registration statement under the Securities Act in connection with an IPO, present to Walgreens and the Founders a proposal regarding the steps that would be undertaken to effectuate such “Up-C” transaction, including a proposal on behalf of all actions that would be required or prudent in order for the steps undertaken to effectuate the “Up-C” transaction (and any associated restructurings) to fit within one or more of the categories set forth in Treasury Regulations Section 1.7704-1(e) and (B) the specific structuring and terms parties hereto, any waiver of such “Up-C” transaction (particularly from a tax perspective) shall be subject to reasonable and good faith discussion and consultation among the IPO Committee, the Founders and Walgreens; and (v) Special Board Approval shall be required to approve any related transaction or action involving the formation provision of or conversion of the Company into the VMD Corporation that would not be done in a manner that protects the economic and governance rights of the Members, except as provided in this Agreement, such that each Member (a) retains the same economic interests in the Company and the VMD Corporation on a combined basis as they held in the Company immediately prior to the formation of or conversion into the VMD Corporation, (b) continues to have the same relative rights, privileges, preferences, contractual and governance rights and obligations relating to such economic interests as they had relative to their economic interests in the Company immediately prior to formation of or conversion into the VMD Corporation and (c) has the same voting rights, consent rights and covenant protections that they enjoy with respect to the Company immediately prior to the formation of or conversion into the VMD Corporation; provided, however, that the formation of IPO Committee may not provide any waiver that (1) changes the VMD Corporation or Outside Date to a later date, (2) modifies the conversion into cash consideration to be received by the VMD Corporation in accordance with Sections 9.1 and 9.2 hereof shall be deemed Selling Investors pursuant to satisfy clauses (aSection 2.01(f), (b3) and (c) above. All Members agree that prior to any dissolution of waives the IPO Committee as condition set forth in Section 3.01(c)(vi) or Section 3.01(c)(vii), or (4) imposes any additional liability on any Investor without the foregoing consent of such Investor. (d) The parties hereto (other than the decision to approve an IPO Selling Investors, whose agreement is not required) hereby agree that, at the time of the IPO, the directors of the Company shall be under the exclusive authority of the IPO Committee Xxxxx Xxxxxx (Chairman), Xxxx Xxxxxxxxxx, Xxxxxx Xxxxxx, Xxxx Xxxxxxxx, Xxx Xxxxx, Xxxxxxx Xxxxx, Xxxx Xxxx, an individual designated by Newhall Holding and the Company may not consummate any IPO that was not approved by the IPO Committee during its existence, subject to the foregoing and the other terms of this Section 5.1(r)(vXx. Xxxxxx (whose approval shall not be unreasonably withheld), and that the Company shall use commercially reasonable efforts to pursue, prepare for and, subject to approval three individuals selected by the IPO Committee, price an IPO in accordance with the terms set forth on Schedule 5.1(r)(v) and consummate such IPO. To the extent that any Member does not take any actions when requested by the IPO Committee pursuant to this Section 5.1(r)(v), such Member has breached such Member’s material obligations under this Agreement, each such Member hereby constitutes and appoints the IPO Committee as such Member’s true and lawful attorney-in-fact and authorizes such attorney-in-fact to execute on behalf of such Member any and all documents and instruments which such attorney-in-fact deems necessary and appropriate in connection with an IPO. The foregoing power of attorney is irrevocable and is coupled with an interestacting unanimously. The IPO Committee Committee, acting unanimously, shall determine (i) the identity of a lead independent director who shall have powers and responsibilities that are customary for a lead independent director of a public company, as reasonably determined as of the Closing Date by the Board of Directors of the Company (subject to change from time to time after the Closing Date as determined by the Board of Directors); and (ii) the relevant class of the board to which each director shall be comprised appointed; provided, that Xx. Xxxxxx shall be appointed to Class III (term expiring on the date of three (3) Directors, consisting the third annual meeting of one (1) Walgreens Director, one (1) Non-Walgreens Director and stockholders held by the ChairmanCompany following the Closing).