Replacement Appointment Clause Samples
Replacement Appointment. (1) In the event of the resignation, death, incapacity or non-election to the Board of a BAT Director Nominee that is nominated for election or serving on the Board, or in the event that a BAT Director Nominee that is serving on the Board at any time ceases to satisfy any of the Conditions, the BAT Group Permitted Holders shall be entitled to designate an individual satisfying each of the Conditions to replace such BAT Director ▇▇▇▇▇▇▇ to serve on the Board by delivery of a written notice by the BAT Group Representative to the Company within 45 days after the BAT Director ▇▇▇▇▇▇▇ resigns, dies or becomes incapacitated, is not elected to the Board at a Directors Election Meeting or ceases to satisfy any of the Conditions, as applicable, and to the extent permitted by the Act and the Constating Documents, the Board shall promptly appoint such individual as a Director, or to the extent not so permitted, nominate such individual for election as a Director at the next Directors Election Meeting in accordance with Section 2.4.
(2) For the avoidance of doubt, for so long as the BAT Group Permitted Holders have the right to designate at least one Nominee pursuant to Section 2.2(1), without the BAT Shareholder’s prior written consent, the Company shall ensure that no action is taken, authorized or approved by or on behalf of the Company or the Board, to remove a BAT Director Nominee from the Board, other than in the event (a) of the resignation, death or incapacity of a BAT Director Nominee that is serving on the Board, or (b) that a BAT Director Nominee that is serving on the Board is not elected to the Board at a Directors Election Meeting or at any time ceases to satisfy any of the Conditions, in each of which case the provisions of Section 2.5(1) shall apply.
Replacement Appointment. If any Nominee of a Principal Shareholder resigns, is removed, or is unable to serve for any reason prior to the expiration of his or her term as a Director, then such Principal Shareholder shall be entitled to designate a replacement to be appointed by the Board as Director as soon as reasonably practicable, except where such Principal Shareholder would have otherwise ceased to be entitled to designate such Nominee pursuant to Section 3.1.
Replacement Appointment. If any Redecan Nominee resigns, is removed, ceases to hold office or is unable to serve as a Director for any reason (including as a result of failing to obtain the requisite number of votes in favour of the election of such Redecan Nominee at any Director Election Meeting or fails or ceases to comply with the qualification requirements set out in Section 2.3), then the Shareholders shall, subject to Section 2.2, be entitled to designate a replacement Director to be appointed by the Board, and the Company shall promptly take all steps as may be necessary to appoint such individual to the Board as soon as reasonably practicable.
Replacement Appointment. If any Bain Director resigns, is removed, or is unable to serve for any reason prior to the expiration of his or her term as a Director, then ▇▇▇▇ Capital shall be entitled to designate a replacement to be appointed by the Board as Director as soon as reasonably practicable (regardless of ▇▇▇▇ Capital’s beneficial ownership in the Company at the time of such vacancy); it being understood that any such designee shall serve the remainder of the term of the Director whom such designee replaces.
Replacement Appointment. If an SFLT Nominee resigns, is removed or is unable or unwilling to stand for re-election as a Director for any reason (including due to (i) the failure of such SFLT Nominee to meet the Qualification Requirements or, in the case of an Independent Nominee, the Independence Requirements, or (ii) an Independent Nominee not being approved in accordance with Section 3.2(d) at least 10 calendar days prior to the applicable Scheduled Printing Date), and provided that SFLT has the right under Section 3.1 to designate a replacement Independent Nominee, then such replacement Independent Nominee shall be subject to the selection and approval by the Nominating Committee and the Board in accordance with the procedures set forth in Section 3.2(d), and following such selection and approval the Board shall promptly take all steps as may be available to appoint such Independent Nominee to the Board (provided that, for greater certainty, the Company shall not be required to convene a Director Election Meeting for such purpose).
Replacement Appointment. If any Nominee of a Shareholder Group resigns, is removed, or is unable to serve for any reason prior to the expiration of his or her term as a Director, then such Shareholder Group shall be entitled to designate a replacement to be appointed by the Board as Director as soon as reasonably practicable, except where such Shareholder Group would have otherwise ceased to be entitled to designate such Nominee pursuant to Section 4.1.2.
Replacement Appointment. (i) A replacement appointment is a full-time appointment to a position made vacant as a result of a leave of a full-time employee and shall not exceed the term of the leave of the full-time employee being replaced.
(ii) If an employee on replacement appointment is subsequently offered a continuing appointment, service in the replacement appointment shall count as credit to a maximum of one year toward the probationary period of a continuing appointment provided that at least one evaluation has taken place during the replacement appointment.
(iii) An employee on a sessional appointment who receives a replacement appointment shall retain the rights of a sessional appointment employee.
Replacement Appointment. If any Nominee of the Intercap Shareholders resigns, is removed or is unable to serve for any reason prior to the expiration of his or her term as a Director, then the Intercap Shareholders shall, subject to Section 3.2(f), be entitled to designate a replacement Director to be appointed by the Board as soon as reasonably practicable, except where the Intercap Shareholders would have otherwise ceased to be entitled to designate such Nominee pursuant to Section 3.2.
Replacement Appointment. If any Nominee of 9477179 resigns, is removed, or is unable to serve for any reason prior to the expiration of his or her term as a Director, then 9477179 shall be entitled to designate a replacement to be appointed by the Board as Director as soon as reasonably practicable, except where 9477179 would have otherwise ceased to be entitled to designate such Nominee pursuant to Section 4.2.
Replacement Appointment. (1) In the event of the resignation, death or incapacity of a BAT Director Nominee that is serving on the Board, or in the event that a BAT Director Nominee that is serving on the Board at any time ceases to satisfy any of the Conditions, the BAT Group Permitted Holders shall be entitled to designate an individual satisfying each of the Conditions to replace such BAT Director Nominee to serve on the Board by delivery of a written notice by the BAT Group Representative to the Company within 45 days after the BAT Director Nominee resigns, dies or becomes incapacitated, or ceases to satisfy any of the Conditions, as applicable, and to the extent permitted by the Act and the Constating Documents, the Board shall promptly appoint such individual as a Director, or to the extent not so permitted, nominate such individual for election as a Director at the next Directors Election Meeting in accordance with Section 2.4.
(2) For the avoidance of doubt, for so long as the BAT Group Permitted Holders have the right to designate at least one Nominee pursuant to Section 2.2(1), without the BAT Shareholder's prior written consent, the Company shall ensure that no action is taken, authorized or approved by or on behalf of the Company or the Board, to remove a BAT Director Nominee from the Board, other than in the event (a) of the resignation, death or incapacity of a BAT Director Nominee that is serving on the Board, or (b) that a BAT Director Nominee that is serving on the Board at any time ceases to satisfy any of the Conditions, in each of which case the provisions of Section 2.5(1) shall apply.