Common use of New Director Information Clause in Contracts

New Director Information. The D. E. Shaw Parties acknowledge that, prior to the appointment of a given New Director to the Board and prior to the nomination of a given New Director for election at the 2022 Annual Meeting, such New Director must provide (i) any information the Company reasonably requests in connection with such appointment or nomination, including completion of the Company’s standard D&O questionnaire and other customary onboarding documentation and an executed consent to be named as a nominee in the Company’s proxy statement and to serve as a director if so elected for the full term for which such New Director is elected at any future annual meeting of the Company’s stockholders (an “Annual Meeting”), in each case, as provided by the Company (for the avoidance of doubt, the Company hereby agrees to provide all such information in connection with the 2022 Annual Meeting to the New Directors no later than the date on which such information is provided to the Company’s other non-management directors), (ii) information requested by the Company that is required to be disclosed in a proxy statement or other filing under applicable law, stock exchange rules or listing standards or as may be requested or required by any regulatory or governmental authority having jurisdiction over the Company or any of its Affiliates, (iii) information reasonably requested by the Company in connection with assessing such New Director’s eligibility to serve on the Board and independence, (iv) such written consents reasonably requested by the Company for the conduct of the Company’s vetting procedures generally applicable to non-management directors of the Company and the execution of any documents required by the Company of non-management directors of the Company to assure compliance with the matters referenced in Section 1(f) and (v) such other information reasonably requested by the Company including (A) an acknowledgment from such New Director that he or she intends to serve for the full term for which he or she is appointed or elected at any Annual Meeting (including any term to which he or she would be elected at the 2022 Annual Meeting) and (B) such information as is necessary or appropriate for the Company or its agents to perform a background check in the manner generally performed for non-management directors of the Company, including an executed consent to such background check.

New Director Information. The D. E. Shaw Parties acknowledge that, prior to the appointment of a given the New Director Directors to the Board and prior to the nomination of a given the applicable New Director Directors for election at the 2022 2024 Annual Meeting, such the New Director Directors must provide (i) any information the Company reasonably requests in connection with such appointment or nomination, including completion of the Company’s standard D&O questionnaire and other customary onboarding documentation and an executed consent to be named as a nominee in the Company’s proxy statement and to serve as a director if so elected for the full term for which such the New Director is Directors are elected at any future annual meeting of the Company’s stockholders shareholders (an “Annual Meeting”), in each case, as provided by the Company (for the avoidance of doubt, the Company hereby agrees to provide all such information in connection with the 2022 2024 Annual Meeting to the New Directors no later than the date on which such information is provided to the Company’s other non-management directors), (ii) information requested by the Company that is required to be disclosed in a proxy statement or other filing under applicable law, stock exchange rules or listing standards or as may be requested or required by any regulatory or governmental authority having jurisdiction over the Company or any of its Affiliates, (iii) information reasonably requested by the Company in connection with assessing such the New Director’s Directors’ eligibility to serve on the Board and independencesatisfaction of the Director Criteria, (iv) such written consents reasonably requested by the Company for the conduct of the Company’s vetting procedures generally applicable to non-management directors of the Company and the execution of any documents required by the Company of non-management directors of the Company to assure compliance with the matters referenced in Section 1(f1(g) and (v) such other information reasonably requested by the Company including (A) an acknowledgment from such each New Director that he or she intends to serve for the full term for which he or she is appointed or elected at any Annual Meeting (including any term to which he or she they would be elected at the 2022 2024 Annual Meeting) and (B) such information as is necessary or appropriate for the Company or its agents to perform a background check in the manner generally performed for non-management directors of the Company, including an executed consent to such background check.

New Director Information. The D. E. Shaw Exxxxxx Parties acknowledge that, prior as a condition to the Additional New Independent Director’s appointment of a given New Director to the Board and prior to the any subsequent nomination of a given each New Director for election as a director at the 2022 any future Company meeting of stockholders (each, an “Annual Meeting”), such New Director must provide shall have promptly provided to the Company (i) any consents and information the Company reasonably requests in connection with such appointment or nomination, including completion of the Company’s standard forms, D&O questionnaire questionnaires and other customary onboarding documentation and an executed consent to be named as a nominee in the Company’s proxy statement and to serve as a director if so elected for the full term for which such New Director is elected at any future annual meeting of the Company’s stockholders (an “Annual Meeting”), in each case, as provided by the Company (for the avoidance of doubt, the Company hereby agrees to provide all such information in connection with the 2022 Annual Meeting to the New Directors no later than the date on which such information is provided to the Company’s other non-management directors), (ii) information requested by the Company that is required to be disclosed in a proxy statement or other filing under applicable law, stock exchange rules or listing standards or as may be requested or required by any regulatory or governmental authority having jurisdiction over the Company or any of its Affiliates, (iii) information reasonably requested by the Company in connection with assessing such New Director’s eligibility eligibility, independence, and other criteria applicable to serve on the Board directors or satisfying compliance and independencelegal obligations, (iv) such written consents reasonably requested by the Company for the conduct of the Company’s vetting procedures generally applicable to non-management directors of the Company and the execution of any documents required by the Company of non-management directors of the Company to assure compliance with the matters referenced in Section 1(f1(g) hereof and (v) such other information reasonably requested by the Company including (A) an acknowledgment from such New Director that he or she intends to serve for the full term for which he or she is appointed or elected at any Annual Meeting (including any term to which he or she would be elected at the 2022 any Annual Meeting), (B) a completed National Association of Insurance Commissioners (NAIC) biographical affidavit and such other information as is necessary or appropriate for the Company to prepare biographical information with respect to such New Director and (BC) such information as is necessary or appropriate for the Company or its agents to perform a background check in the manner generally performed for non-management directors of the Company, including an executed consent to such background check.

New Director Information. The D. E. Shaw Parties acknowledge that, prior to the appointment of a given New Director to the Board and prior to the nomination of a given the New Director for election at the 2022 2023 Annual Meeting, such the New Director must provide (i) any information the Company reasonably requests in connection with such appointment or nomination, including completion of the Company’s standard D&O questionnaire and other customary onboarding documentation and an executed consent to be named as a nominee in the Company’s proxy statement and to serve as a director if so elected for the full term for which such the New Director is elected at any future annual meeting of the Company’s stockholders (an “Annual Meeting”), in each case, as provided by the Company (for the avoidance of doubt, the Company hereby agrees to provide all such information in connection with the 2022 2023 Annual Meeting to the New Directors Director no later than the date on which such information is provided to the Company’s other non-management directors), (ii) information requested by the Company that is required to be disclosed in a proxy statement or other filing under applicable law, stock exchange rules or listing standards or as may be requested or required by any regulatory or governmental authority having jurisdiction over the Company or any of its Affiliates, (iii) information reasonably requested by the Company in connection with assessing such the New Director’s eligibility to serve on the Board and independence, (iv) such written consents reasonably requested by the Company for the conduct of the Company’s vetting procedures generally applicable to non-management directors of the Company and the execution of any documents required by the Company of non-management directors of the Company to assure compliance with the matters referenced in Section 1(f) ), and (v) such other information reasonably requested by the Company including (A) an acknowledgment from such the New Director that he or she intends to serve for the full term for which he or she is appointed or elected at any the 2023 Annual Meeting (including any term to which he or she would be elected at the 2022 Annual Meeting) and (B) such information as is necessary or appropriate for the Company or its agents to perform a background check in the manner generally performed for non-management directors of the Company, including an executed consent to such background check.

New Director Information. The D. E. Shaw Parties acknowledge Without limiting Section 1(c) above, the Investor acknowledges that, prior as a condition to the a New Director’s appointment of a given New Director to the Board and prior to the any subsequent nomination of a given New Director for re-election as a director at the 2022 Annual Meetingany future AGM, such New Director must provide shall have promptly provided to the Company (i) any consents and information the Company reasonably requests in connection with such appointment or nomination, including completion of the Company’s standard forms, D&O questionnaire questionnaires and other customary onboarding documentation and an executed consent to be named as a nominee in the Company’s proxy statement and to serve as a director if so elected for the full term for which such New Director is elected at any future annual meeting of the Company’s stockholders (an “Annual Meeting”)statement, in each case, as provided by the Company (for the avoidance of doubt, the Company hereby agrees to provide all such information in connection with the 2022 Annual Meeting to the New Directors no later than the date on which such information is provided to the Company’s other non-management directors), (ii) information requested by the Company that is required to be disclosed in a proxy statement or other filing under applicable law, stock exchange rules or listing standards or as may be requested or required by any regulatory or governmental authority having jurisdiction over the Company or any of its Affiliates, (iii) information reasonably requested by the Company in connection with assessing such New Director’s eligibility eligibility, independence, and other criteria applicable to serve on the Board directors or satisfying compliance and independencelegal obligations, (iv) such written consents reasonably requested by the Company for the conduct of the Company’s vetting procedures generally applicable to non-management employee directors of the Company and the execution of any documents required by the Company of non-management employee directors of the Company to assure compliance with the matters referenced in Section 1(f1(c) hereof and (v) such other information reasonably requested by the Company including (A) an acknowledgment from such New Director that he or she intends to serve for the full term for which he is appointed, (B) a completed biographical affidavit and such other information as is necessary or she is appointed or elected at any Annual Meeting (including any term appropriate for the Company to which he or she would be elected at the 2022 Annual Meeting) prepare biographical information with respect to such New Director and (BC) such information as is necessary or appropriate for the Company or its agents to perform a background check in the manner generally performed for non-management directors of the Companycheck, including an executed consent to such background check, which in each case of clauses (i) through (v) shall be requested or performed in the manner generally requested and performed for non-employee directors of the Company.

New Director Information. The D. E. Shaw Parties Without limiting Section 2(d) above, the Investors acknowledge that, prior as a condition to the New Director’s (or any Replacement Director’s) appointment of a given New Director to the Board and prior to the any subsequent nomination of a given the New Director or such Replacement Director for election as a director at the 2022 Annual any future Stockholder Meeting, such the New Director must provide or such Replacement Director shall have promptly provided to the Company (i) any consents and information the Company reasonably requests in connection with such appointment or nomination, including completion of the Company’s standard forms, D&O questionnaire questionnaires and other customary onboarding documentation and an executed consent to be named as a nominee in the Company’s proxy statement and to serve as a director if so elected for the full term for which such New Director is elected at any future annual meeting of the Company’s stockholders (an “Annual Meeting”)statement, in each case, Exhibit 10.1 as provided by the Company (for the avoidance of doubt, the Company hereby agrees to provide all such information in connection with the 2022 Annual Meeting to the New Directors no later than the date on which such information is provided to the Company’s other non-management directors), (ii) information requested by the Company that is required to be disclosed in a proxy statement or other filing under applicable law, stock exchange rules or listing standards or as may be requested or required by any regulatory or governmental authority having jurisdiction over the Company or any of its Affiliates, (iii) information reasonably requested by the Company in connection with assessing such New Director’s eligibility eligibility, independence, and other criteria applicable to serve on the Board directors or satisfying compliance and independencelegal obligations, (iv) such written consents reasonably requested by the Company for the conduct of the Company’s vetting procedures generally applicable to non-management employee directors of the Company and the execution of any documents required by the Company of non-management employee directors of the Company to assure compliance with the matters referenced in Section 1(f1(e) hereof and (v) such other information reasonably requested by the Company including (A) an acknowledgment from such the New Director that he or she intends to serve for the full term for which he is appointed, (B) a completed biographical affidavit and such other information as is necessary or she is appointed appropriate for the Company to prepare biographical information with respect to the New Director or elected at any Annual Meeting (including any term to which he or she would be elected at the 2022 Annual Meeting) Replacement Director and (BC) such information as is necessary or appropriate for the Company or its agents to perform a background check in the manner generally performed for non-management employee directors of the Company, including an executed consent to such background check.