Newco Board Clause Samples
The "Newco Board" clause defines the structure, composition, and authority of the board of directors for a newly formed company (Newco). It typically outlines how board members are appointed or removed, the number of seats, and any special rights certain shareholders may have regarding board representation. For example, it may specify that each founding investor is entitled to nominate one director, or that independent directors must be approved by a majority of the board. This clause ensures clear governance and decision-making processes for Newco, helping to prevent disputes and align the interests of key stakeholders.
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 ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (or, if ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, 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, ▇. ▇▇▇▇▇▇▇ 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, ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 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. 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. 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 ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (or, if ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, 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, ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 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, ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be an express third party beneficiary of this Section 5.17 entitled to enforce the terms hereof.”
Newco Board. The board of directors of Newco, by unanimous written consent, has approved the execution of this Agreement.
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 eleven (11) 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. 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. Section 4.7
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.
Newco Board. Upon completion of the Arrangement, the Newco Board shall consist of the following seven persons: