Common use of New Director Clause in Contracts

New Director. The Board, and all applicable committees of the Board, shall take all necessary actions to increase the size of the Board by one (1) member and appoint Xxxxxxx X. Xxxxxx (“Xx. Xxxxxx” or the “First New Director”) to serve as a director on the Board no later than five (5) days after the Effective Date (such date, the “Appointment Date”). (i) The term of the First New Director shall begin on the Appointment Date and expire at the 2022 Annual Meeting or at such time when such First New Director’s successor is duly elected or appointed in accordance with the Bylaws and applicable law. (ii) The Board, and all applicable committees of the Board, shall take all necessary actions to nominate (A) the First New Director, and (B) one (1) additional Group Nominee, of the Company’s choosing (the “Second New Director” and, together with the First New Director, the “New Directors”) who shall fill the vacant seat created by the retirement of Xxxxxxx X. Xxxxx (“Xx. Xxxxx”), with such retirement being effective at the 2022 Annual Meeting, each as candidates for election to the Board at the 2022 Annual Meeting and the Company agrees to recommend, support and solicit proxies for the election of each New Director at the 2022 Annual Meeting in a manner no less rigorous and favorable than the manner in which the Company supports the Board’s other nominees. (iii) As a condition to the Company’s obligation to appoint the First New Director and nominate the New Directors for election at the 2022 Annual Meeting, each of the New Directors shall (A) be required to provide information required to be or customarily disclosed by directors or director candidates in proxy statements or other filings under applicable law or stock exchange regulations, information in connection with assessing eligibility, independence, and other criteria applicable to directors or satisfying compliance and legal obligations, and a fully completed and executed copy of the Company’s director candidate questionnaire (substantially in the form completed by the Company’s incumbent non-management directors), in each case, as promptly as practicable to enable the timely filing of the Company’s proxy statement and other periodic reports with the Securities and Exchange Commission (the “SEC”); (B) consent to and participate in an appropriate background check comparable to those undergone by other non-management directors of the Company; and (C) with respect to the First New Director, have complied at all times with the Company Policies (as defined below) after the Appointment Date.

New Director. The Board, and all applicable committees of the Board, shall take all necessary actions to increase the size of the Board by appoint one (1) member and appoint Xxxxxxx X. Xxxxxx ethnically diverse director candidate (“Xx. Xxxxxx” or the “First New Director”) to serve as a director on the Board no later than five thirty (530) days after the Effective Date (such date, the “Appointment Date”). (i) The New Director shall, as determined by the Board in its sole and absolute discretion, (A) possess experience in the chemicals industry, including the specialty chemicals industry, (B) be an individual from an Underrepresented Community and (C) be an “Independent Director” as defined in Section 303A of the New York Stock Exchange Listed Company Manual (or applicable requirement of such other national securities exchange designated as the primary market on which the Common Stock is listed for trading). (ii) The term of the First New Director shall begin on the Appointment Date and expire at the 2022 2021 annual meeting of stockholders of the Company (including any adjournments or postponements thereof and any meeting which may be called in lieu thereof, the “2021 Annual Meeting Meeting”) or at such time when such First New Director’s successor is duly elected or appointed in accordance with the Company’s Bylaws (as defined below) and applicable law. (iiiii) The Board, and all applicable committees of the Board, shall take all necessary actions to nominate (A) the First New Director, and (B) one (1) additional Group Nominee, of the Company’s choosing (the “Second New Director” and, together with the First New Director, the “New Directors”) who shall fill the vacant seat created by the retirement of Xxxxxxx X. Xxxxx (“Xx. Xxxxx”), with such retirement being effective at the 2022 Annual Meeting, each Director as candidates a candidate for election to the Board at the 2022 2021 Annual Meeting and the Company agrees to recommend, support and solicit proxies for the election of each the New Director at the 2022 2021 Annual Meeting in a manner no less rigorous and favorable than the manner in which the Company supports the Board’s other nominees. (iiiiv) As a condition to the Company’s obligation to appoint the First New Director and nominate the New Directors Director for election at the 2022 2021 Annual Meeting, each of the New Directors Director shall (A) be required to provide information required to be or customarily disclosed by directors or director candidates in proxy statements or other filings under applicable law or stock exchange regulations, information in connection with assessing eligibility, independence, and other criteria applicable to directors or satisfying compliance and legal obligations, and a fully completed and executed copy of the Company’s director candidate questionnaire (substantially in the form completed by the Company’s incumbent non-management directors), in each case, as promptly as practicable to enable the timely filing of the Company’s proxy statement and other periodic reports with the Securities and Exchange Commission (the “SEC”); (B) consent to and participate in an appropriate background check comparable to those undergone by other non-management directors of the Company; and (C) with respect to the First New Director, have complied at all times with the Company Policies (as defined below) after the Appointment Date; and (C) consent to appropriate background checks comparable to those undergone by other non-management directors of the Company.

New Director. The Board(a) As soon as practicable following the date of this Agreement, and all applicable committees the board of directors of the Company (the “Board, ”) shall take all necessary actions to increase (i) cause the size number of members of the Board to be increased by one director, resulting in one vacancy on the board, and (1ii) member and appoint appoint, Xxxxxxxxx Xxxxx Xxxxxxx X. Xxxxxx (“Xx. Xxxxxx” or the “First New Director”) to serve on the Board. (b) The Board shall (i) nominate the New Director for election as a director on the Board no later than five (5) days after the Effective Date (such date, the “Appointment Date”). (i) The term of the First New Director shall begin on the Appointment Date and expire Company at the 2022 Annual Meeting or at such time when such First New Director’s successor is duly elected or appointed in accordance with the Bylaws and applicable law. (ii) The Board, and all applicable committees of the Board, shall take all necessary actions to nominate (A) the First New Director, and (B) one (1) additional Group Nominee, 2021 annual meeting of the Company’s choosing stockholders (the “Second New Director” and2021 Annual Meeting”) and (ii) recommend, together and reflect such recommendation in the Company’s definitive proxy statement in connection with the First New Director, the “New Directors”) who shall fill the vacant seat created by the retirement of Xxxxxxx X. Xxxxx (“Xx. Xxxxx”), with such retirement being effective at the 2022 Annual Meeting, each that the stockholders of the Company vote to elect the New Director as candidates a director of the Company at the Annual Meeting. Until the Expiration Date, the Company shall, with respect to any stockholder meeting at which directors are to be elected, (i) include the New Director as a nominee for election to the Board at in the 2022 Annual Meeting Company’s proxy statement and proxy card for such meeting, (ii) recommend to the stockholders of the Company agrees to recommend, support and solicit proxies for the election of each the New Director at to the 2022 Annual Meeting Board and (iii) solicit proxies in favor of the election of the New Director to the Board in a manner no less rigorous and favorable than the manner in which the Company supports the Board’s its other nominees. (iiic) As Until the Expiration Date, the Company shall not decrease the size of the Board if such decrease would require the resignation of the New Director. Other than for vacancies filled pursuant to Section 3(b) or arising as a condition to result of a breach of this Agreement by the Company, nothing in this Agreement shall prevent the Company from filling all vacancies in accordance with the Company’s obligation to appoint Certificate of Incorporation or Bylaws and the First laws of the State of Delaware. (d) The Company agrees that, for so long as the Investors beneficially own at least 2.0% of the Company’s outstanding common stock, if the New Director and nominate is unable to serve as a director at any time prior to the end of the Restricted Period (as defined below), including as a result of death or disability but not as a result of the New Directors Director’s discretionary decision to resign, the Company will select a substitute director, advise the Investors of such selection prior to the substitute director’s appointment and take into account any reasonable objection the Investors may have to such person being appointed as a director. For the avoidance of doubt, the substitute director shall thereafter be deemed a “New Director” for purposes of this Agreement and be entitled to the same rights and subject to the same requirements under this Agreement applicable to the outgoing New Director prior to her inability to serve, and such person shall be appointed to the Board to serve the unexpired term, if any, of such New Director. (e) During the Restricted Period, the New Director shall not be required to tender her resignation as a director solely by reason of any change in principal occupation or business association, or solely by reason of her serving on additional boards, unless such change (i) involves a competitor of the Company or (ii) otherwise presents a conflict of interest with respect to her continued service as a director of the Company. (f) KEA hereby irrevocably withdraws the nominations of Xxxx Xxxxxxx, Xxxxxxxx Dell and Xxxxxxxxx Xxxxx Xxxxxxx notified by or on behalf of it to the Company in connection with the 2021 Annual Meeting and any related materials or notices submitted to the Company in connection therewith or related thereto, and agrees not to nominate any new nominee for election at the 2022 Annual MeetingMeeting in substitution for Xxxx Xxxxxxx, each of the New Directors shall (A) be required to provide information required to be Xxxxxxxx Dell or customarily disclosed by directors or director candidates in proxy statements or other filings under applicable law or stock exchange regulations, information in connection with assessing eligibility, independence, and other criteria applicable to directors or satisfying compliance and legal obligations, and a fully completed and executed copy of the Company’s director candidate questionnaire (substantially in the form completed by the Company’s incumbent non-management directors), in each case, as promptly as practicable to enable the timely filing of the Company’s proxy statement and other periodic reports with the Securities and Exchange Commission (the “SEC”); (B) consent to and participate in an appropriate background check comparable to those undergone by other non-management directors of the Company; and (C) with respect to the First New Director, have complied at all times with the Company Policies (as defined below) after the Appointment DateXxxxxxxxx Xxxxx Xxxxxxx.

New Director. The BoardAs promptly as practicable following the date hereof, the Board and all applicable committees of the Board, shall thereof will take all (or will cause to be taken) such actions as are necessary actions to increase the size of the Board by one appoint Xxxxx Xxxxx (1) member and appoint Xxxxxxx X. Xxxxxx (“Xx. Xxxxxx” or the “First New Director”) to serve as a director member of the Board with an initial term commencing on the Board no later than five date of such appointment and continuing until the Company’s 2023 annual meeting (5) days after the Effective Date (such date, the “Appointment Date2023 Annual Meeting”). (i) . The term of Company further agrees that the First New Director shall begin on the Appointment Date and expire at the 2022 Annual Meeting or at such time when such First New Director’s successor is duly elected or appointed in accordance with the Bylaws and applicable law. (ii) The Board, Board and all applicable committees thereof will take such actions as are necessary to nominate the New Director for election as a director of the BoardCompany at the 2023 Annual Meeting (unless the Board determines that that the New Director does not satisfy the Conditions at such time, shall take all necessary actions in which case, this covenant will be with respect to nominate (A) the First a Replacement New Director, and (B) one (1) additional Group Nominee, of the Company’s choosing (the “Second New Director” andDirector instead), together with the First New Directorother persons included in the Board’s slate of nominees for election as directors at the 2023 Annual Meeting, with terms expiring at the Company’s 2024 annual meeting of stockholders (the “New Directors”) who shall fill the vacant seat created by the retirement of Xxxxxxx X. Xxxxx (“Xx. Xxxxx2024 Annual Meeting”), with such retirement being effective and will (i) recommend that the stockholders of the Company vote to elect the New Director as a director of the Company at the 2022 Annual Meeting, each as candidates for election to the Board at the 2022 2023 Annual Meeting and the Company agrees (ii) use their reasonable best efforts to recommend, support and solicit proxies for the election of each the New Director at to serve for a one-year term in the 2022 Annual Meeting in a manner no less rigorous and favorable than the same manner in which the Company supports and solicits proxies for its other nominees up for election in connection with the Board’s other nominees. 2023 Annual Meeting. The Board and all applicable committees thereof, based on information provided by the D. E. Shaw Parties and the New Director, have determined, on or prior to the date hereof, that the New Director (iiiA) As a condition to qualifies as an “independent director” under the applicable rules of the New York Stock Exchange and the rules and regulations of the SEC and (B) satisfies the Company’s obligation guidelines and policies with respect to appoint service on the First New Director and nominate the New Directors for election at the 2022 Annual Meeting, each of the New Directors shall (A) be required to provide information required to be or customarily disclosed by directors or director candidates in proxy statements or other filings under applicable law or stock exchange regulations, information in connection with assessing eligibility, independence, and other criteria Board applicable to directors or satisfying compliance and legal obligations, and a fully completed and executed copy of the Company’s director candidate questionnaire (substantially in the form completed by the Company’s incumbent non-management directors), in each case, as promptly as practicable to enable the timely filing of the Company’s proxy statement and other periodic reports with the Securities and Exchange Commission (the “SEC”); (B) consent to and participate in an appropriate background check comparable to those undergone by other all non-management directors of (including the Company; and requirements set forth in Section 1(f)) (C) with respect to collectively, the First New Director, have complied at all times with the Company Policies (as defined below) after the Appointment Date“Conditions”).

New Director. The (i) Effective as of the Effective Date, the Board, and all applicable committees of the Board, shall take all necessary actions to increase terminate Xx. Xxxxxx’x employment without Cause (as such term is defined in that certain Amended and Restated Executive Employment Agreement, dated as of March 29, 2021, between the size Company and Xx. Xxxxxx (the “Employment Agreement”)), resulting in the resignation of Xx. Xxxxxx from the Board and any committees thereof on which he serves, and from any positions that he holds with the Company and any of the Board by subsidiaries of the Company as of the Effective Date in accordance with the terms of the Employment Agreement. (ii) As soon as reasonably practicable following the Effective Date, the Board, and all applicable committees of the Board, shall take all necessary actions to identify and appoint one (1) member and appoint Xxxxxxx X. Xxxxxx new director (“Xx. Xxxxxx” or the “First New Director”) to serve as a director on the Board no later than five (5) days after to fill the Effective Date (vacancy following and resulting from Xx. Xxxxxx’x departure from the Board, exclusive of any vacancies on any committees of the Board on which Xx. Xxxxxx had served immediately prior to his departure. Prior to any such dateappointment, the “Appointment Date”)New Director shall be mutually agreed upon by the Board and the Investor Group, each cooperating in good faith, and shall be independent of and not be an Affiliate or Associate of the Investor Group. (i) The term of the First New Director shall begin on the Appointment Date and expire at the 2022 Annual Meeting or at such time when such First New Director’s successor is duly elected or appointed in accordance with the Bylaws and applicable law. (iiiii) The Board, and all applicable committees of the Board, shall take all necessary actions to nominate (A) the First New Director, and (B) one (1) additional Group Nominee, of the Company’s choosing (the “Second New Director” and, together with the First New Director, the “New Directors”) who shall fill the vacant seat created by the retirement of Xxxxxxx X. Xxxxx (“Xx. Xxxxx”), with such retirement being effective at the 2022 Annual Meeting, each Director as candidates a candidate for election to the Board at the 2022 2023 Annual Meeting and Meeting, to be held no later than November 14, 2023, with a term expiring at the Company’s 2024 annual meeting of stockholders (the “2024 Annual Meeting”). The Company agrees to shall recommend, support and solicit proxies for the election of each the New Director at the 2022 2023 Annual Meeting in a manner no less rigorous and favorable than the manner in which the Company supports the Board’s other nomineesnominees in the aggregate. (iiiiv) As Prior to the appointment of the New Director, the Board shall determine whether the New Director is an “Independent Director,” as defined in The Nasdaq Stock Market LLC (the “Nasdaq Stock Market”) Listing Rule 5605 (or applicable requirement of such other national securities exchange designated as the primary market on which the Common Stock is listed for trading). In connection with the foregoing, and as a condition to the Company’s obligation to appoint the First New Director and nominate the New Directors for election at the 2022 Annual Meeting, each appointment of the New Directors Director to the Board, the New Director shall (A) be required to provide (x) such information required to be or customarily disclosed by directors or director candidates in proxy statements or other filings under applicable law or stock exchange regulations, (y) such information reasonably requested by the Board in connection with assessing eligibility, independence, and other criteria applicable to directors or satisfying compliance and legal obligations, obligations and (z) a fully completed and executed copy of the Company’s director candidate questionnaire (substantially in the form completed by the Company’s incumbent non-management directors), in each case, as promptly as practicable to enable the timely filing of the Company’s proxy statement and other periodic reports with the Securities and Exchange Commission (the “SEC”); ) and (B) consent to and participate have participated in customary procedures for new director candidates, including, without limitation, an appropriate background check comparable to those undergone by other non-management directors of the Company; Company and (C) with respect to the First New Director, have complied at all times interview with the Company Policies (as defined below) after Nominating and Governance Committee of the Appointment DateBoard.

New Director. The Board, and all applicable committees of the Board, shall take all necessary actions to increase the size of the Board by one (1) member and appoint Xxxxxxx X. Xxxxxx (“Xx. Xxxxxx” or the “First New Director”) to serve as a director on The Company agrees that the Board no later than five (5) days after the Effective Date (such date, the “Appointment Date”). (i) The term of the First New Director shall begin on the Appointment Date and expire at the 2022 Annual Meeting or at such time when such First New Director’s successor is duly elected or appointed in accordance with the Bylaws and applicable law. (ii) The Board, and all applicable committees of the Board, shall take all necessary actions to will nominate (A) the First New Director, and (B) one (1) additional Group Nominee, of the Company’s choosing (the “Second New Director” and, together with the First New Director, the “New Directors”) who shall fill the vacant seat created by the retirement of Xxxxxxx X. Xxxxx (“Xx. Xxxxx”), with such retirement being effective at the 2022 Annual Meeting, each as candidates for election to the Board at the 2022 Annual Meeting for a term expiring at the 2023 annual meeting of the stockholders of the Company (the “2023 Annual Meeting”); provided, however, that the Board shall take all necessary actions to appoint Xxxxxxx as a director of the Company on July 15, 2022, if on or before such date any incumbent director of the Company submits his or her irrevocable resignation to the Board, effective no later than July 15, 2022. The nomination or appointment of Xxxxxxx pursuant to the preceding sentence shall be subject to (x) Xxxxxxx submitting to the Company (and not withdrawing) (I) a fully completed copy of the Company’s standard director & officer questionnaire (the “D&O Questionnaire”) and (II) an executed letter in the form attached hereto as Exhibit A (the “Nominee Letter” and together with the D&O Questionnaire, the “Nomination Documents”), and (y) the Company having completed a customary background check of Xxxxxxx, in each case to the reasonable satisfaction of the Board, provided, however, that in the event that Xxxxxxx is not nominated by the Board for election at the 2022 Annual Meeting or otherwise appointed to the Board due to his failure to satisfy the criteria set forth in the preceding clauses (x) and (y), Outerbridge shall have the ability to recommend a substitute nominee in accordance with the applicable procedures under Section 1(a)(iv) for the selection of a Replacement Director (a “Substitute Nominee”); provided, further, that the Company acknowledges that it is currently not aware of any facts that would impede the appointment of Xxxxxxx to the Board. For purposes of this Agreement, Xxxxxxx (or any Substitute Nominee or Replacement Director (as defined below)) shall be deemed the “New Director” effective upon his appointment or election to the Board, as applicable. (2) The Company agrees to recommend, support and solicit proxies for the election of each New Director Xxxxxxx (or any Substitute Nominee or Replacement Director) at the 2022 Annual Meeting in a manner no less rigorous and favorable than the manner in which the Company supports the Board’s its other nominees. (iii) As a condition to the Company’s obligation to appoint the First New Director and nominate the New Directors for election at the 2022 Annual Meeting, each of the New Directors shall (A) be required to provide information required to be or customarily disclosed by directors or director candidates in proxy statements or other filings under applicable law or stock exchange regulations, information in connection with assessing eligibility, independence, and other criteria applicable to directors or satisfying compliance and legal obligations, and a fully completed and executed copy of the Company’s director candidate questionnaire (substantially nominees in the form completed by the Company’s incumbent non-management directors), in each case, as promptly as practicable to enable the timely filing of the Company’s proxy statement and other periodic reports with the Securities and Exchange Commission (the “SEC”); (B) consent to and participate in an appropriate background check comparable to those undergone by other non-management directors of the Company; and (C) with respect to the First New Director, have complied at all times with the Company Policies (as defined below) after the Appointment Dateaggregate.