Common use of Newco Board Clause in Contracts

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. 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 nine (119) 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.