Common use of Forced Resignation Clause in Contracts

Forced Resignation. Sponsor shall take all Necessary Action to cause any Sponsor Director to resign promptly from the Board if such 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 member of the Board under any rule or regulation of the SEC or the NYSE Rules, or by applicable Law, (ii) has engaged in acts or omissions constituting a breach of any duties that may be owed by such Sponsor Director to Parent GP, Parent or the unitholders of Parent under applicable Law, the Parent LPA or the Parent GP LLCA, or (iii) has (A) been convicted of, or entered a plea of guilty or nolo contendere to, any crime or offense constituting a felony or any other crime involving (x) an act of theft, embezzlement, fraud or dishonesty or (y) a violation of the federal securities Laws of the United States; (B) materially violated the terms of the Parent LPA that apply equally to all directors on the Board; (C) materially violated a written policy or procedure established by Parent that applies equally to all directors on the Board; (D) willfully engaged in misconduct that is materially injurious to Parent or its Subsidiaries, monetarily or otherwise; or (E) committed an action which constitutes intentional misconduct or a knowing violation of Law if such action in either event results both in an improper substantial personal benefit to such Sponsor Director and a material injury to Parent or its Subsidiaries. Nothing in this Section 3.1(e) or elsewhere in this Agreement shall confer any third-party beneficiary or other rights upon any Person designated hereunder as a Sponsor Director, whether during or after such Person’s service on the Board.

Forced Resignation. Sponsor First Reserve shall take all Necessary Action to cause any Sponsor FR Director to resign promptly from the Board if such Sponsor FR Director, as determined by the Board in good faith after consultation with outside legal counsel, (i) is prohibited or disqualified from serving as a member of the Board under any rule or regulation of the SEC or the NYSE Rules, or by applicable LawLaw (it being acknowledged and agreed that no FR Director shall be required to be an “independent” director under any securities Laws, rules or regulations or the NYSE Rules), (ii) has engaged in acts or omissions constituting a breach of any duties that may be owed by such Sponsor FR Director to Parent GP, Parent or the unitholders of Parent under applicable Law, the Parent LPA or the Parent GP LLCA, or (iii) has (A) been convicted of, or entered a plea of guilty or nolo contendere to, any crime or offense constituting a felony or any other crime involving (x) an act of theft, embezzlement, fraud or dishonesty or (y) a violation of the federal securities Laws of the United States; (B) materially violated the terms of the Parent LPA that apply equally to all directors on the Board; (C) materially violated a written policy or procedure established by Parent that applies equally to all directors on the Board; (D) willfully engaged in misconduct that is materially injurious to Parent or its Subsidiaries, monetarily or otherwise; or (E) committed an action which constitutes intentional misconduct or a knowing violation of Law if such action in either event results both in an improper substantial personal benefit to such Sponsor FR Director and a material injury to Parent or its Subsidiaries. Nothing in this Section 3.1(e) or elsewhere in this Agreement shall confer any third-party beneficiary or other rights upon any Person designated hereunder as a Sponsor FR Director, whether during or after such Person’s service on the Board.

Forced Resignation. Sponsor Each Principal Stockholder shall take all Necessary Action to cause any Sponsor Director of its Designated Directors to resign promptly from the Board (or, if applicable, Board Observers to waive their rights) if such Sponsor DirectorDesignated Director (or, if applicable, Board Observer), as determined by the Board in good faith after consultation with outside legal counsel, (i) is prohibited or disqualified from serving as a member director (or, if applicable, Board Observer) of the Board Company under any rule or regulation of the SEC or SEC, the NYSE RulesNasdaq, or by applicable Law, (ii) has engaged in acts or omissions constituting a breach of any the Designated Director’s fiduciary duties that may be owed by such Sponsor Director to Parent GPthe Company and its stockholders, Parent or the unitholders of Parent under applicable Law, the Parent LPA or the Parent GP LLCA, or (iii) has (A) been convicted of, or entered a plea of guilty or nolo contendere to, any crime or offense constituting a felony or any other crime involving (x) an act of theft, embezzlement, fraud or dishonesty or (y) a violation of the federal securities Laws of the United States; (B) materially violated the terms of the Parent LPA that apply equally to all directors on the Board; (C) materially violated a written policy or procedure established by Parent that applies equally to all directors on the Board; (D) willfully engaged in misconduct acts or omissions that is materially injurious to Parent or its Subsidiaries, monetarily or otherwise; or (E) committed an action which constitutes involve intentional misconduct or a knowing an intentional violation of Law Law, has engaged in any transaction involving the Company from which the Designated Director (or, if such action in either event results both in applicable, Board Observer) derived an improper substantial personal benefit that was not disclosed to the Board prior to the authorization of such Sponsor 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 (or, if applicable, Board Observer) with a new Designated Director (or, if applicable, Board Observer), such newly named Designated Director (or, if applicable, Board Observer) to be appointed promptly to the Board (or, if applicable, as a Board Observer) in place of the resigning Designated Director (or, if applicable, Board Observer) in the manner set forth herein or in the Company’s governing documents for filling vacancies on the Board and a material injury to Parent or its Subsidiariesin Section 3.1(f). Nothing in this Section 3.1(eparagraph (g) or elsewhere in this Agreement shall confer any third-party beneficiary or other rights upon any Person person designated hereunder as a Sponsor DirectorDesignated Director (or, if applicable, Board Observer), whether during or after such Personperson’s service on the BoardBoard (or, if applicable, as a Board Observer).