Newco Board. Newco shall take such action as may be necessary to appoint (i) all members serving on the Parent Board of Directors immediately prior to the Effective Time, (ii) the current Chief Executive Officer of the Company and (iii) one additional person presently serving as an outside director of the Board of Directors of the Company on the date hereof, as determined by Parent, to serve on the Newco Board of Directors following the Effective Time.
Newco Board. The Parties acknowledge and agree that following the closing of the Business Combination, (a) the board of directors of NewCo (the “NewCo Board”) is intended to have nine (9) members, with seven (7) initially designated by Surf Holdings, one (1) initially designated by SPAC and approved by Surf Holdings (such approval not to be unreasonably withheld) and one (1) who shall be the chief executive officer of NewCo and (b) NewCo shall have a three-tier classified board, with each member of the NewCo Board to be designated in one of the three classes as mutually agreed by Surf Holdings and SPAC. The Parties agrees that (x) the Company shall have the right to designate one of the members of NewCo Board initially designated by Surf Holdings, which the Company agrees will be X. Xxxxxxx Xxxxxx (or, if X. Xxxxxxx Xxxxxx, is unable to serve, a replacement determined by the Company prior to Closing), and, (y) if at any time within twelve (12) months following the Effective Date, the number of directors of the NewCo Board is increased to more than nine (9) members, X. Xxxxxxx Little shall be entitled to designate an additional director to the NewCo Board, and such member shall be deemed pre-approved by Surf Holdings and SPAC. The NewCo Board shall comply with Nasdaq Stock Market and any applicable state law requirements, including with respect to diversity, independence and committee composition. The Parties agree that, notwithstanding anything to the contrary set forth herein, X. Xxxxxxx Xxxxxx shall be an express third party beneficiary of this Section 5.17 entitled to enforce the terms hereof.”
(e) A new Section 5.18 is hereby added as follows:
Newco Board. From and after the Closing, and as long as LHT shall own at least ten percent (10%) of the issued and outstanding Shares of Newco, each Shareholder shall vote all of its Shares and the Shares over which such Shareholder has voting control and shall take all other necessary or desirable actions within its control (whether in its capacity as a shareholder, director, member of a board committee or officer of Newco or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and Newco shall take all necessary corporate action within its control (including, without limitation, calling special board of directors and shareholder meetings), so that:
(i) no less than (a) two directors, if the Newco Board consists of up to eight directors, (b) three directors, if the Newco Board consists of nine or ten directors, or (c) twenty percent (20%) of the directors, rounded up to the next whole number, if the Newco Board consists of more than ten directors, shall be representatives designated by LHT, provided however, such designated representatives must be reasonably acceptable to the other directors of the Newco Board (it being agreed that any LHT officer who also serves as a member of upper management of LHT shall be acceptable to such directors) (such designated representatives shall be referred to herein individually as a "LHT Director" and, collectively, as the "LHT Directors"), and each LHT Director shall serve until his or her successor is elected and qualified;
(ii) the initial Newco Board shall consist of eight directors, two of which shall be LHT Directors;
(iii) the removal, without cause, of any LHT Director from the Newco Board shall be effected only upon the written request of LHT and under no other circumstances;
(iv) in the event that any LHT Director ceases to serve as a member of the Newco Board during his or her term of office, the resulting vacancy on the Newco Board shall be filled within thirty (30) days of such vacancy by another representative designated by LHT, as provided hereunder;
(v) the removal, without cause, of any director designated by Parent, or Parent's designee, from the Newco Board shall be effected only upon the written request of Parent, or Parent's designee, and under no other circumstances; and
(vi) in the event that any director designated by Parent, or Parent's designee, ceases to serve as a member of the Ne...
Newco Board. Section 4.12......................... 35
Newco Board. The Parties acknowledge and agree that following the closing of the Direct Listing, (a) the board of directors of NewCo (the “NewCo Board”) is intended to have nine (9) members. The Parties agrees that (x) the Company shall have the right to designate one of the members of NewCo Board which the Company agrees will be X. Xxxxxxx Xxxxxx (or, if X. Xxxxxxx Xxxxxx, is unable to serve, a replacement determined by the Company prior to Closing), and, (y) if at any time within twelve (12) months following the Effective Date, the number of directors of the NewCo Board is increased to more than nine (9) members, X. Xxxxxxx Xxxxxx shall be entitled to designate an additional director to the NewCo Board. The NewCo Board shall comply with the requirements on any stock exchange on which the NewCo Common Stock will be listed and any applicable state law requirements, including with respect to diversity, independence and committee composition. The Parties agree that, notwithstanding anything to the contrary set forth herein, X. Xxxxxxx Xxxxxx shall be an express third party beneficiary of this Section 5.17 entitled to enforce the terms hereof.”
Newco Board. The parties shall take all requisite action such that, at the Effective Time, the board of directors of Newco shall be comprised of no fewer than nine (9) directors, at least a majority of whom shall qualify as an “Independent Director” as such term is defined in Rule 4200(a)(15) (or any successor rule) of the rules promulgated by Nasdaq that apply to issuers with equity securities listed on Nasdaq, as applicable. The parties shall agree upon the members of the board of directors of Newco (and the class of each director) as promptly as practicable after the date hereof (based on the allocation of director designation rights set forth on Annex A) and, in any event, prior to the filing of the Proxy Statement/Prospectus, it being understood that a majority of such board of directors shall be comprised of non-U.S. residents.
Newco Board. The board of directors of Newco, by unanimous written consent, has approved the execution by Newco of this Agreement.
Newco Board. Upon completion of the Arrangement, the Newco Board shall consist of the following seven persons:
Newco Board. For a period of not less than three years following ----------- Closing, at least two seats on the Newco Board shall be occupied by persons approved by resolutions passed by a simple majority of the Continuing Partners who shall then be employed by Newco (or an affiliate -41-
Newco Board. The Newco Board shall oversee and coordinate with all respective Entities the application and implementation of the pre-emptive rights provided by this Article VIII.
