Common use of Board Structure; Initial Composition Clause in Contracts

Board Structure; Initial Composition. Each of the Parties hereto, severally and not jointly, agrees to take all Necessary Action to cause the Board to be comprised of eleven (11) directors at and immediately following the Closing. The Parties hereto, severally and not jointly, agree to take all Necessary Action to cause the Board as of the Closing to be comprised of (i) four (4) individuals nominated by Sponsor (together with any individual designated pursuant to Section 2.1(b) of this Investor Rights Agreement, each, a “Sponsor Director”), and (ii) seven (7) individuals nominated by Sellers (together with any individuals designated pursuant to Section 2.1(c) of this Investor Rights Agreement (each, a “Sellers Director”). In addition, for so long as Sponsor has the right to nominate directors pursuant to Section 2.1(b) of this Investor Rights Agreement, each of the Parties hereto agree that two (2) individuals appointed by Sponsor and any replacements for such individuals appointed by Sponsor shall be Board observers, who will be entitled to (i) receive copies of all notices and written information furnished to the Board, reasonably in advance of each meeting to the extent practicable, and (ii) be permitted to be present at, and participate in, all meetings of the Board (whether by phone or in person), but shall not have the right to vote or consent to any matter. The individuals appointed as Board observers shall execute a confidentiality agreement in favor of PubCo; provided, that, notwithstanding the foregoing, the Board may exclude such Board observers from access to the portion of any meeting of the Board or the portion of any materials relating thereto as to which attendance of such Board observer during such meeting (or receipt of materials relating to such meeting) (x) would jeopardize or otherwise impair the attorney-client privilege between PubCo or its Subsidiaries or Affiliates and their respective counsel, or (y) relates to an existing or potential conflict of interest between PubCo or any of its Subsidiaries or Affiliates and Sponsor’s Affiliates. At and following the Closing, each of the Parties, severally and not jointly, agrees to take all Necessary Action to cause the foregoing directors to be divided into three (3) classes of directors (Class I, Class II and Class III), with each class serving for staggered three-year terms. The Principal Parties shall mutually agree on which directors shall serve in each class as of the Closing; provided that each of the Sponsor Directors shall be Class III directors. The initial term of the Class I directors shall expire immediately following PubCo’s 2024 annual general meeting of PubCo at which directors are appointed. The initial term of the Class II directors shall expire immediately following PubCo’s 2025 annual general meeting of PubCo at which directors are appointed. The initial term of the Class III directors shall expire immediately following PubCo’s 2026 annual meeting at which directors are appointed.

Board Structure; Initial Composition. Each of the Parties hereto, severally and not jointly, agrees to take all Necessary Action to cause the Board to be comprised of eleven thirteen (1113) directors at and immediately following the Closing. The Parties hereto, severally and not jointly, agree to take all Necessary Action to cause the Board as of the Closing to be comprised of (i) four five (45) individuals nominated proposed by Sponsor (together with any individual designated pursuant to Section 2.1(b) of this Investor Rights Agreement, each, a “Sponsor Director”), and (ii) seven eight (7) 8) individuals nominated proposed by Sellers the DV Shareholders (together with any individuals designated pursuant to Section 2.1(c) of this Investor Rights Agreement (each, a “Sellers DV Shareholders Director”). In addition, for so long as Sponsor has the right to nominate propose directors pursuant to Section 2.1(b) of this Investor Rights Agreement, each of the Parties hereto agree that two (2) individuals appointed proposed by Sponsor and any replacements for such individuals appointed proposed by Sponsor shall be Board observers, who will be entitled to (i) receive copies of all notices and written information furnished to the Board, reasonably in advance of each meeting to the extent practicable, and (ii) be permitted to be present at, and participate in, all meetings of the Board (whether by phone videoconference or telecommunication means or in person), but shall not have the right to vote or consent to any matter. In addition, for so long as the DV Shareholders have the right to propose directors pursuant to Section 2.1(c) of this Investor Rights Agreement, each of the Parties hereto agree that one (1) individual proposed by the DV Shareholders and any replacements for such individual proposed by the DV Shareholders shall be a Board observer, who will be entitled to (i) receive copies of all notices and written information furnished to the Board, reasonably in advance of each meeting to the extent practicable, and (ii) be permitted to be present at, and participate in, all meetings of the Board (whether by videoconference or telecommunication means or in person), but shall not have the right to vote or consent to any matter. The individuals appointed as Board observers shall execute a will be subject to the same obligations as the directors, in particular the confidentiality agreement in favor of PubCoobligation; provided, that, notwithstanding the foregoing, the Board may exclude such Board observers from access to the portion of any meeting of the Board or the portion of any materials relating thereto as to which attendance of such Board observer during such meeting (or receipt of materials relating to such meeting) (x) would jeopardize or otherwise impair the attorney-client privilege between PubCo or its Subsidiaries or Affiliates and their respective counsel, or (y) relates to an existing or potential conflict of interest between PubCo or any of its Subsidiaries or Affiliates and Sponsor’s Affiliates or (z) relates to an existing or potential conflict of interest between PubCo or any of its Subsidiaries or Affiliates and any of DV Shareholders’ Affiliates. At and following the Closing, each of the Parties, severally and not jointly, agrees to take all Necessary Action to cause the foregoing directors to be divided into three (3) classes of directors (Class I, Class II and Class III), with each class serving for staggered three-year terms. The Principal Parties shall mutually agree on which directors shall serve in each class as of the Closing; provided that each of the Sponsor Directors shall be Class III directors. The initial term of the Class I directors shall expire immediately following PubCo’s 2024 annual general meeting of PubCo at which directors are appointed. The initial term of the Class II directors shall expire immediately following PubCo’s 2025 annual general meeting of PubCo at which directors are appointed. The initial term of the Class III directors shall expire immediately following PubCo’s 2026 annual meeting at which directors are appointed.