Common use of Newco Board Clause in Contracts

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.”