Common use of Initial Board Composition Clause in Contracts

Initial Board Composition. Effective as of the Closing Date, and in accordance with the Certificate of Incorporation, the Company shall have a classified Board, with three classes of Directors, and the Board will be comprised of nine (9) Directors in total. Class I will be comprised of three (3) Directors, to be jointly designated as mutually agreed by the Trebia Sponsors, Cannae and Mr. Blend, each of whom shall be independent (the “Class I Jointly Designated Directors”). Class II will be comprised of three (3) Directors, which will include one (1) Director designated by Cannae, who shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇▇, or in the event that Cannae does not acquire at least 4.0% of the aggregate outstanding Common Shares on the Closing Date, the Trebia Sponsors, one (1) Director designated by Mr. Blend and one (1) Director to be jointly designated as mutually agreed by the Trebia Sponsors, Cannae and Mr. Blend, who shall be independent (the “Class II Jointly Designated Director”). Class III will be comprised of three (3) Directors, which will include one (1) Director designated by Cannae, who shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇, or in the event that Cannae does not acquire at least 4.0% of the aggregate outstanding Common Shares on the Closing Date, the Trebia Sponsors, one (1) Director designated by Mr. Blend and one (1) Director to be jointly designated as mutually agreed by the Trebia Sponsors, Cannae and Mr. Blend, who shall be independent (the “Class III Jointly Designated Director” and, together with the Class I Jointly Designated Directors and the Class II Jointly Designated Director, the “Jointly Designated Directors”).

Appears in 3 contracts

Sources: Shareholders Agreement (Trasimene Trebia, LP), Shareholders Agreement (Cannae Holdings, Inc.), Shareholders Agreement (BGPT Trebia LP)