Common use of Forced Resignation Clause in Contracts

Forced Resignation. Each Principal Stockholder shall take all Necessary Action to cause any of its Designated Directors to resign promptly from the Board if such Designated Director, as determined by the Board in good faith after consultation with outside legal counsel, is prohibited or disqualified from serving as a director of the Company under any rule or regulation of the SEC, the Nasdaq, or by applicable Law, has engaged in acts or omissions constituting a breach of the Designated Director’s fiduciary duties to the Company and its stockholders, has engaged in acts or omissions that involve intentional misconduct or an intentional violation of Law, has engaged in any transaction involving the Company from which the Designated Director derived an improper personal benefit that was not disclosed to the Board prior to the authorization of such transaction or is convicted of or pleaded nolo contendere to any felony involving dishonesty or moral turpitude; provided, however, that, subject to the limitations set forth in Section 3.1(a), 3.1(b) or 3.1(e), the Principal Stockholder Group shall have the right to replace such resigning Designated Director with a new Designated Director, such newly named Designated Director to be appointed promptly to the Board in place of the resigning Designated Director in the manner set forth in the Company’s governing documents for filling vacancies on the Board and in Section 3.1(f). Nothing in this paragraph (g) or elsewhere in this Agreement shall confer any third-party beneficiary or other rights upon any person designated hereunder as a Designated Director, whether during or after such person’s service on the Board.

Forced Resignation. Each Principal Stockholder shall take all Necessary Action to cause any of its Designated Directors to resign promptly from the Board if such Designated Director, as determined by the Board in good faith after consultation with outside legal counsel, is prohibited or disqualified from serving as a director of the Company under any rule or regulation of the SEC, the NasdaqNYSE, or by applicable Law, has engaged in acts or omissions constituting a breach of the Designated Director’s fiduciary duties to the Company and its stockholders, has engaged in acts or omissions that involve intentional misconduct or an intentional violation of Law, has engaged in any transaction involving the Company from which the Designated Director derived an improper personal benefit that was not disclosed to the Board prior to the authorization of such transaction or is convicted of or pleaded nolo contendere to any felony involving dishonesty or moral turpitude; provided, however, that, subject to the limitations set forth in Section 3.1(a), 3.1(b) or 3.1(e), the Principal Stockholder Group shall have the right to replace such resigning Designated Director with a new Designated Director, such newly named Designated Director to be appointed promptly to the Board in place of the resigning Designated Director in the manner set forth in the Company’s governing documents for filling vacancies on the Board and in Section 3.1(f). Nothing in this paragraph (gf) or elsewhere in this Agreement shall confer any third-party beneficiary or other rights upon any person designated hereunder as a Designated Director, whether during or after such person’s service on the Board.

Forced Resignation. Each Principal Stockholder Sponsor shall take all Necessary Action to cause any of its Designated Directors Sponsor Directors, to resign promptly from the Board if such Designated Sponsor Director, as determined by the Board in good faith after consultation with outside legal counsel, (i) is prohibited or disqualified from serving as a director of the Company under any rule or regulation of the SEC, the NasdaqNYSE, or by applicable Law, (ii) has engaged in acts or omissions constituting a breach of the Designated Sponsor Director’s fiduciary duties to the Company and its stockholders, (iii) has engaged in acts or omissions that involve intentional misconduct or an intentional violation of Law, Law or (iv) has engaged in any transaction involving the Company from which the Designated Sponsor Director derived an improper personal benefit that was not disclosed to the Board prior to the authorization of such transaction or is convicted of or pleaded nolo contendere to any felony involving dishonesty or moral turpitudetransaction; provided, however, that, subject to the limitations set forth in Section 3.1(a3.2(b), 3.1(b3.2(c) or 3.1(e3.2(d), the Principal Stockholder Group applicable Sponsor shall have the right to replace such resigning Designated Sponsor Director with a new Designated Sponsor Director, such newly named Designated Sponsor Director to be appointed promptly to the Board in place of the resigning Designated Sponsor Director in the manner set forth in the Company’s governing documents for filling vacancies on the Board and in Section 3.1(f2.2(g). Nothing in this paragraph (gh) or elsewhere in this Agreement shall confer any third-party beneficiary or other rights upon any person designated hereunder as a Designated Sponsor Director, whether during or after such person’s service on the Board.

Forced Resignation. Each Principal Stockholder shall take all Necessary Action to cause any of its Designated Directors Directors, to resign promptly from the Board (or, if applicable, the Non-Voting Observer waiving its rights) if such Designated DirectorDirector (or, if applicable, the Non-Voting Observer), as determined by the Board in good faith after consultation with outside legal counsel, counsel (i) is prohibited or disqualified from serving as a director (or, if applicable, as Non-Voting Observer) of the Company under any rule or regulation of the SEC, the NasdaqNYSE, or by applicable Law, (ii) has engaged in acts or omissions constituting a breach of the Designated Director’s fiduciary duties to the Company and its stockholders, stockholders or (iii) has engaged in acts or omissions that involve intentional misconduct or an intentional violation of Law, has engaged in any transaction involving the Company from which the Designated Director derived an improper personal benefit that was not disclosed to the Board prior to the authorization of such transaction or is convicted of or pleaded nolo contendere to any felony involving dishonesty or moral turpitude; provided, however, that, subject to the limitations set forth in Section 3.1(a), 3.1(b) or 3.1(e)3.1, the Principal applicable Stockholder Group shall have the right to replace such resigning Designated Director (or, if applicable, the Non-Voting Observer) with a new Designated DirectorDirector (or, if applicable, Non-Voting Observer), such newly named Designated Director (or, if applicable, Non-Voting Observer) to be appointed promptly to the Board in place of the resigning Designated Director (or, if applicable, Non-Voting Observer) in the manner set forth in the Company’s governing documents for filling vacancies on the Board and in Section 3.1(f3.1(i). Nothing in this paragraph (gj) or elsewhere in this Agreement shall confer any third-party beneficiary or other rights upon any person designated hereunder as a Designated DirectorDirector (or, if applicable, the Non-Voting Observer), whether during or after such person’s service on the BoardBoard (or, if applicable, as a Non-Voting Observer).

Forced Resignation. Each Principal Stockholder The Shareholders shall take all Necessary Action to cause any of its the Designated Directors or the Independent Directors, to resign promptly from the Board if such Designated Director, as determined by the Board in good faith after consultation with outside legal counsel, counsel (i) is prohibited or disqualified from serving as a director of the Company Topco under any rule or regulation of the SEC, the NasdaqNYSE, IRS or by applicable Law, (ii) has engaged in acts or omissions constituting a breach of the Designated Director’s fiduciary duties under Irish law to the Company and its stockholders, Topco or (iii) has engaged in acts or omissions that involve intentional misconduct or an intentional violation of Law, has engaged in any transaction involving the Company from which the Designated Director derived an improper personal benefit that was not disclosed to the Board prior to the authorization of such transaction or is convicted of or pleaded nolo contendere to any felony involving dishonesty or moral turpitude; provided, however, that, subject to the limitations set forth in Section 3.1(a)3.1, 3.1(b) or 3.1(e)in the case of Designated Directors, the Principal Stockholder Group applicable Nominating Party shall have the right to replace such resigning Designated Director with a new Designated Director, such newly named Designated Director to be appointed promptly to the Board in place of the resigning Designated Director in the manner set forth in the CompanyTopco’s governing documents Constitution for filling vacancies on the Board and in Section 3.1(f3.1(h). Nothing in this paragraph (gSection 3.1(i) or elsewhere in this Agreement shall confer any third-party beneficiary or other rights upon any person designated hereunder as a Designated Director, whether during or after such person’s service on the Board.