Newco Board definition
Examples of Newco Board in a sentence
Newco shall provide to the Seagate Designee(s) that are not employees of Newco the same compensation, rights and benefits and indemnities as are provided to other non-employee members of the Newco Board.
For so long as Seagate owns (of record or beneficially) at least 5% of the outstanding Newco Common Stock, Seagate agrees that it will not exercise dissenter's or appraisal rights or otherwise dissent or seek appraisal rights with respect to any Corporate Event involving Newco that has been approved by the Newco Board.
Newco shall use its best efforts (i) to cause the Newco Board to unanimously recommend to its stockholders that such stockholders vote in favor of the designee(s) of Seagate under Section 1.2 or 1.3 of this Agreement (the "SEAGATE DESIGNEE(S)"); and (ii) to cause the shares for which Newco's management holds proxies to be voted in favor of the election of such Seagate Designee(s) nominated pursuant to this Agreement.
Subject to the next sentence, Hippo shall be entitled to designate the Chairman of the Newco Board of Directors and the Chairman of the Audit Committee of the Newco Board of Directors at the Effective Time, subject to the consent of Rhino, which shall not be unreasonably withheld.
Hippo and Rhino shall cause Newco to, and Newco shall, take all actions necessary so that at the Effective Time, the Newco Board of Directors shall consist of nine (9) directors, four (4) of whom shall be designated by Hippo, four (4) of whom shall be designated by Rhino and one of whom shall be the Chief Executive Officer of Newco.