Composition of Initial Board. Prior to Closing, the Company and the Stockholders shall take all Necessary Action within their control to cause the Board to be comprised of seven (7) directors, (i) two (2) of whom shall be designated by TPG (each, a “TPG Director”); (ii) one (1) of whom shall be designated by Intel (an “Intel Director”), (iii) one (1) of whom shall be the Chief Executive Officer; and (iv) three (3) of whom shall be individuals designated by TPG, each of whom must qualify as an Independent Director of the Company (each, a “TPG Unaffiliated Director”). Further, subject to Section 3.1(b) and (c), each of TPG and Intel shall have the right to designate one additional TPG Director and Intel Director, respectively, and the Company and the Stockholders shall take all Necessary Action within their control to cause such director designees to be elected to the Board. The foregoing directors shall be divided into three (3) classes of directors, each of whose members shall serve for staggered three-year terms as follows:
Appears in 2 contracts
Samples: Stockholders Agreement (McAfee Corp.), Stockholders Agreement (McAfee Corp.)
Composition of Initial Board. Prior to Closing, the Company and the Stockholders shall take all Necessary Action within their control to cause the Board to be comprised of seven eight (7) 8) directors, (i) two (2) of whom shall be designated by TPG (each, a “TPG Director”); (ii) one (1) of whom shall be designated by Intel Summit (an the “Intel Summit Director”), (iii) one (1) of whom shall be designated by Silversmith (the Chief Executive Officer“Silversmith Director”); and (iv) three one (31) of whom shall be individuals the CEO; and (v) one (1) of whom shall be an individual designated by TPG, each of whom must qualify who qualifies as an Independent Director of (the Company (each, a “TPG Unaffiliated Director”). Further, subject to Section 3.1(b) and (c), each of TPG and Intel shall have the right to designate one additional TPG TP Unaffiliated Director and Intel Director, respectively, and the Company and the Stockholders shall take all Necessary Action within their control to cause such director designees designee to be elected to the Board. The foregoing directors shall be divided into three (3) classes of directors, each of whose members shall serve for staggered three-year terms as follows:
Appears in 2 contracts
Samples: Stockholders Agreement (LifeStance Health Group, Inc.), Stockholders Agreement (LifeStance Health Group, Inc.)
