Limitations on Director Appointment Rights Sample Clauses

Limitations on Director Appointment Rights. (i) Notwithstanding anything in this Agreement to the contrary, if at any time following the date of this Agreement the number of shares of common stock, par value $0.01, of the Company (the “Company Common Stock”) beneficially owned by the Xxxxxxx Parties (together with their Affiliates) declines such that the Xxxxxxx Parties (together with their Affiliates) cease to collectively beneficially own at least:
Sample 1
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Limitations on Director Appointment Rights. Notwithstanding anything in this Agreement to the contrary, the Company’s obligations under this Section 1 shall terminate, and HoldCo shall have no nomination or other rights under this Section 1, upon the earlier of such time as: (A) HoldCo ceases to beneficially own at least 2% of the current (as of the date of this Agreement) outstanding shares of common stock, par value $0.01, of the Company (the “Company Common Stock”); (B) HoldCo notifies the Company that the Investor Nominee (and, for the avoidance of doubt, any Replacement Investor Nominee) has determined not to stand for election to the Board at the 2021 Annual Meeting; or (C) HoldCo or another Restricted Person breaches in any material respect any of the terms of this Agreement (including, for the avoidance of doubt, Section 2); provided, that the Company has provided HoldCo with written notice of such breach and, if such breach is capable of being cured, such breach has not been cured within ten (10) days of such written notice. In the case of clauses (A) and (C), if the Investor Nominee is on the Board at such time, then HoldCo shall cause the Investor Nominee promptly to, and Investor Nominee shall, tender written notice to the Chair of the Board providing for his immediate resignation from the Board and any committee of the Board on which he then sits.
Sample 1

Related to Limitations on Director Appointment Rights

  • Term of Agreement; Resignation and Removal of Administrator This Agreement shall continue in force until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate.

  • Term of Agreement; Resignation and Removal of the Administrator (a) This Agreement shall continue in force until the dissolution of the Issuing Entity, upon which event this Agreement shall automatically terminate.

  • Restrictions on chartering, appointment of managers etc No Borrower shall, in relation to the Ship owned by it:

  • Nature of Appointment; Limitation of Duty THE APPOINTMENT OF THE ADMINISTRATIVE AGENT AS PROXY AND ATTORNEY-IN-FACT IN THIS ARTICLE VI IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE UNTIL THE DATE ON WHICH THIS SECURITY AGREEMENT IS TERMINATED IN ACCORDANCE WITH SECTION 7.14. NOTWITHSTANDING ANYTHING CONTAINED HEREIN, NONE OF THE ADMINISTRATIVE AGENT, ANY LENDER, ANY OTHER SECURED PARTY, ANY OF THEIR RESPECTIVE AFFILIATES, OR ANY OF THEIR OR THEIR AFFILIATES’ RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL HAVE ANY DUTY TO EXERCISE ANY RIGHT OR POWER GRANTED HEREUNDER OR OTHERWISE OR TO PRESERVE THE SAME AND SHALL NOT BE LIABLE FOR ANY FAILURE TO DO SO OR FOR ANY DELAY IN DOING SO, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO SUCH PARTY’S OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION; PROVIDED THAT, IN NO EVENT SHALL THEY BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.

  • Rights of Appointee Every document appointing a separate trustee or co-trustee will refer to this Indenture and the conditions of this Section 6.10. Each separate trustee and co-trustee, on its acceptance of its appointment will have the rights, powers and obligations stated in its appointment, subject to this Indenture. The document will be filed with the Indenture Trustee and the Indenture Trustee will give the Issuer a copy of each document.

  • Limitations on Duties and Exculpation and Indemnification, of Securities Intermediary.

  • Election and Removal of Directors Upon election by the Member, each Director shall hold office until his or her death, disability, resignation or removal at any time at the pleasure of the Member. If a vacancy occurs on the Board, the Member shall, as soon as practicable after the occurrence of such vacancy, elect a successor so that the Board remains fully constituted at all times.

  • Resignation and Removal of Officers An officer may resign at any time by delivering notice to the Company. A resignation shall be effective when the notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date and the Company accepts the future effective date, the Board may fill the pending vacancy before the effective date if the Board provides that the successor shall not take office until the effective date. The Board may remove any officer at any time with or without cause.

  • Terms of Appointment; Duties of the Bank 1.1 Subject to the terms and conditions set forth in this Agreement, the Trust hereby employs and appoints the Bank to act as, and the Bank agrees to act as, its transfer agent for the authorized and issued Shares, and as the Trust’s dividend disbursing agent.

  • Limitations on Consultations The Advisor is prohibited from consulting with other advisors of the Fund, except Vanguard, concerning transactions for the Fund in securities or other assets.

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