Board Replacement Sample Clauses
Board Replacement. (a) If, following the date of this Agreement until the Termination Date, the New Director or Replacement Director ceases to be a director for whatever reason (other than due to a violation of any applicable Law or the Charter, Bylaws or other Company Policy), then the Investor Representative may propose a list of at least three (3) but not more than five (5) new candidates satisfying the criteria set forth in Section 14(b) and the Company Board shall select one of the candidates as the replacement director (a “Replacement Director”).
(b) Any candidate for Replacement Director shall be subject to the reasonable approval of the Nominating Committee and the Company Board, which approval shall occur as soon as practicable following the identification of the candidate and shall not be unreasonably withheld, conditioned or delayed, and such Replacement Director shall be appointed to the Company Board within five (5) Business Days after the Nominating Committee and the Company Board have approved of such candidate. In the event the Company Board or the Nominating Committee determines in good faith not to approve any Replacement Director, the parties shall follow the same procedure set forth in Section 14(a) until a Replacement Director is appointed to the Company Board.
(c) Any Replacement Director appointed to the Company Board in accordance with this Section 14 shall be appointed to any applicable committee of the Company Board of which the replaced director was a member immediately prior to such director’s ceasing to serve on the Company Board; provided, that as a condition to such appointment, a Replacement Director shall possess the necessary qualifications to serve on the applicable committee of the Company Board.
(d) This Section 14, including the Investor Representative’s right to participate in the identification of Replacement Directors, shall terminate irrevocably with respect to any New Director (or its Replacement Director), if the Investors cease to beneficially own, in the aggregate, at least 10% of the outstanding shares of Company Common Stock. Each time the New Director or the Investor Representative exercises its right to participate in the identification of Replacement Directors under Section 13(b) or this Section 14, it shall provide evidence reasonably satisfactory to the Company that the Investors beneficially own at that time, in the aggregate, at least 10% of the outstanding shares of Company Common Stock.
Board Replacement. At any time following acceleration of the Note, subject to the rights of the Senior Lender under the Senior Loan Documents, Lender shall have the right but not the obligation to request Borrower or the applicable member of the Borrower Control Group to, and thereupon Borrower or the applicable member of the Borrower Control Group shall, cause the resignation of its or their appointees or representatives, if any, to the boards of directors, membership committees or other similar bodies having control or decision-making capacity (collectively "Boards") of one or more Board Replacement Entities, and Borrower and the applicable member of the Borrower Control Group shall promptly exercise its substitution rights, if any, by appointing or causing to be appointed individuals selected by Lender to the Boards of such Board Replacement Entities; provided, however, that, notwithstanding the foregoing provisions of this clause (2), neither Borrower nor any member of the Borrower Control Group shall be required to comply with the foregoing provisions of this clause (2) if such compliance would require (a) Borrower, any member of the Borrower Control Group or any of their respective partners, members, officers or directors to violate, breach, or be in default of or under any applicable law or fiduciary obligation to which such Person is bound or subject, or (b) Borrower or any member of the Borrower Control Group to be in default under any contractual obligation existing on the date hereof (other than the foregoing provisions of this clause (2)) to which such Entity is bound or subject.