New Director Replacements Sample Clauses

New Director Replacements. If the New Director appointed or elected pursuant to Section 1(a) resigns, refuses, is unable to serve or fulfill his duties as a director, or ceases to serve as a director for any reason, in each case during the Cooperation Period and at such time Converium (together with its Affiliates) has aggregate beneficial ownership of the shares of the Company’s common stock, par value $.0001 per share (“Company Common Shares”) equivalent to a “net long position” of at least three percent (3%) of the then outstanding Company Common Shares, the Company and Converium shall cooperate to identify and mutually agree upon a replacement director candidate who is not an Affiliate of the Stockholder Parties (a “Replacement Director”). In the event the Board does not approve a person recommended by Converium as the Replacement Director, Converium shall have the right to continue to recommend substitute persons until the Board appoints such a Replacement Director. The Board shall take all actions necessary to promptly appoint such Replacement Director as a director of the Company and as a member of each committee on which the replaced New Director served until the expiration of the Cooperation Period; provided, that the Replacement Director is eligible to serve on such committee under the applicable rules and regulations of the NYSE American and the SEC and the applicable committee’s charter as in effect on the date hereof. Effective upon the appointment of a Replacement Director to the Board, such Replacement Director will be considered a New Director for all purposes of this Agreement from and after such appointment. It is a condition of such appointment that, prior to the appointment of the Replacement Director pursuant to this Section 1(d), the Board and all applicable committees thereof have determined that such Replacement New Director (A) qualifies as an “independent director” under the applicable rules of the NYSE American and the rules and regulations of the SEC and (B) satisfies the Company’s guidelines and policies with respect to service on the Board applicable to all non-management directors (including the requirements set forth in Section 1(g) hereof) (the “Conditions”).
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New Director Replacements. If any New Director resigns, refuses or is unable to serve or fulfill his or her duties as a director for any reason, in each case during the Cooperation Period, the Board shall consult with the L&B Parties regarding a substitute person who satisfies the Company’s corporate governance guidelines with respect to independent director nominations (a “Replacement Director”). The Board shall take all actions necessary to promptly appoint such Replacement Director as a director of the Company.
Sample 1
New Director Replacements. If a New Director (or any replacement thereof) resigns, refuses or is unable to serve or fulfill his or her duties as a director for any reason, in each case during the Cooperation Period, the Board and the L&B Parties shall (i) with respect to the First New Director, cooperate in good faith to identify a replacement director candidate (a “Replacement First Director”) who satisfies the Company’s corporate governance guidelines with respect to independent director nominations and (ii) with respect to the Second New Director, consult with the L&B Parties regarding a replacement director candidate (a “Replacement Second Director” and together with the Replacement First Director, the “Replacement Directors” and each a “Replacement Director”). The Board shall take all actions necessary to promptly appoint each Replacement Director as a director of the Company.
Sample 1

Related to New Director Replacements

  • Benchmark Replacement Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a quarterly basis.

  • Tool Replacement Personal tools worn out and/or broken on the job will be replaced on a like- for-like basis by the Employer, provided the tool is turned in to the Employer and the Employer had knowledge the tool was being used on the job. If an employee has his/her tools stolen from a state vehicle, the Employer will replace those tools, as long as no employee negligence has occurred.

  • Board Composition and Board Designations The Company shall ensure that: (i) the qualifications of the persons serving as members of the Board of Directors and the overall composition of the Board comply with the Sxxxxxxx-Xxxxx Act, with the Exchange Act and with the listing rules of the Exchange or any other national securities exchange, as the case may be, in the event the Company seeks to have its Public Securities listed on another exchange or quoted on an automated quotation system, and (ii) if applicable, at least one member of the Audit Committee of the Board of Directors qualifies as an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing rules of the Exchange.

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