Replacement Director. During the Cooperation Period, if the New Director is unable or unwilling to serve as a director, resigns as a director or is removed as a director, and so long as the Engaged Group continuously Beneficially Owns in the aggregate at least 50% of the Maximum Ownership Amount (as defined below) (subject to adjustment for stock splits, reclassifications and combinations, the “Ownership Minimum”), then the Engaged Group and the Company shall work together to identify a mutually acceptable replacement director who satisfies the Director Criteria (as defined below) to fill the resulting vacancy in accordance with this Section 1(c) (any such replacement director, a “Replacement Director”) to serve until the next annual meeting of the stockholders of the Company. The appointment of any Replacement Director shall be subject to (A) the Replacement Director’s compliance with the requirements provided in Section 1(d)(v) herein; and (B) the review and approval by the Nominating and Corporate Governance Committee of the Board, the Board as well as the Engaged Group. Upon a Replacement Director’s appointment to the Board, the Board and all applicable committees of the Board shall consider whether such Replacement Director has the necessary qualifications to be appointed to any committee of the Board of which the replaced director was a member immediately prior to such director’s departure from the Board, and, if the qualifications for such committee(s) are met, shall appoint such Replacement Director to such committee(s) or, if the qualifications for such committee(s) are not met, shall consider in good faith appointing the Replacement Director to other committees of the Board.
Replacement Director. During the Restricted Period, if (a) any of the VIEX Designees cease to be a member of the Board for any reason and (b) at such time the VIEX Group beneficially owns shares (which shares are determined to be Net Long Shares (as defined below)) representing in the aggregate at least two percent of Company’s then-outstanding common stock, then VIEX will have the right to identify (and the Board will promptly appoint) another person (a “Successor Director”) to serve as a director in place of that VIEX Designee. Any Successor Director must (a) be qualified to serve as a member of the Board under all applicable corporate governance policies or guidelines of Company and the Board and applicable legal, regulatory and stock market requirements; and (b) meet the independence requirements with respect to Company of the listing rules of The New York Stock Exchange. Upon becoming a member of the Board, the Successor Director will succeed to all of the rights and privileges, and will be bound by the terms and conditions, of the VIEX Designees under this Agreement.
Replacement Director. (i) From the date of this Agreement until the expiration of the Cooperation Period, if the New Director is unable or unwilling to serve as a director or resigns as a director, then for so long as (A) the H Partners Group continuously Beneficially Owns in the aggregate at least the lesser of 3.0% of the Company’s then outstanding Common Stock and 4,616,307 shares of Common Stock (subject to adjustment for stock splits, reclassifications, combinations and similar adjustments) (such lesser amount, the “Minimum Ownership Level”) and (B) the H Partners Group is not in material breach of this Agreement, the H Partners Group shall have the ability within 30 days of the New Director’s departure from the Board to recommend a substitute full-time employee of the H Partners Group (who shall not be Xxxxx Xxxxxxxxxxx) (a “Full-Time Employee”) to replace the New Director in accordance with this Section 1(c) (any such replacement director, a “Replacement Director”). Except as otherwise specified in this Agreement, if a Replacement Director is appointed to the Board, all references in this Agreement to the term “New Director” will include such Replacement Director.
Replacement Director. (i) Following the date of this Agreement, if any of the New Directors is unable or unwilling to serve as a director or resigns as a director, then the Atlas Group shall, as long as the Atlas Group is not in material breach of this Agreement (and such material breach has not been cured within ten days after written notice has been delivered by the Company to the Atlas Group of such material breach), have the ability within 30 days of such New Director’s departure from the Board to recommend a substitute person to replace the applicable New Director in accordance with, and subject to, this Section 1(c).
Replacement Director. During the Restricted Period (as defined below), if (a) the Designee ceases to be a member of the Board for any reason and (b) at such time the Investors have not disposed of shares such that the Investors no longer beneficially own shares (which shares are determined to be Net Long Shares (as defined below)) representing in the aggregate at least 4.5 percent of Company’s then-outstanding common stock, then SevenSaoi will have the right to identify (and the Board will take all action necessary to promptly appoint) another person reasonably acceptable to the Board (a “Successor Director”) to serve as a director in place of the Designee. Any Successor Director must (i) be qualified to serve as a member of the Board under all applicable corporate governance policies or guidelines of Company and the Board and applicable legal, regulatory and stock market requirements; and (ii) meet the independence requirements with respect to Company of the listing rules of The Nasdaq Stock Market. Upon becoming a member of the Board, the Successor Director will succeed to all of the rights and privileges (including under paragraph 2 and paragraph 3), and will be bound by the terms and conditions, of the Designee under this Agreement. Notwithstanding the foregoing, this paragraph 4 will not be applicable, and Company will have no obligation to appoint a Successor Director, if the circumstances described in paragraph 5(a) or paragraph 5(c) have occurred.
Replacement Director. If an Agreed-Upon Candidate is appointed to the Board and, prior to the expiration of the Voting Period, resigns (other than in accordance with the penultimate sentence of Section 1.2), is removed from the Board or is unable to serve for any reason (any such event, a “Replacement Event”), the foregoing provisions of this Section 1 shall apply to determine a replacement for such Agreed-Upon Candidate (with the 90-day period measured from the date on which the Replacement Event occurs), and any such replacement determined pursuant to such provisions shall be deemed to be an Agreed-Upon Candidate for purposes of this Agreement.
Replacement Director. If either 3TEC or the Major Shareholders is no longer eligible to designate a director or directors to the Board, the Board shall (i) decrease the size of the Board, (i) leave the vacated seat empty, or (iii) appoint a replacement to serve until the next of election of directors by the shareholders of the Company through its normal nominating procedure, and select a nominee to fill the open seat for election by shareholders at the next annual meeting.
Replacement Director. Director and the Company shall work in good faith to -------------------- reach mutual agreement upon a replacement director (the "Replacement Director") to assume the director seat vacated by Director. The Company shall, by majority vote of the remaining directors, elect the Replacement Director at the first Board of Directors meeting following agreement as to the Replacement Director, unless the parties are unable to reach mutual agreement as to a Replacement Director, or no Replacement Director agrees to assume the director position, in which case the Board seat shall remain vacant until the next shareholders meeting.
Replacement Director. In the event that a Nia Director is appointed to the Board, if such Nia Director subsequently resigns or otherwise ceases to serve as a director, other than due to a Termination Event, prior to the expiration of the Voting Period (as defined below), the Nominating Committee shall use commercially reasonable efforts to identify and vet suitable candidates for appointment to the Board to replace such Nia Director, who shall be “independent” as defined under the listing standards of The Nasdaq Stock Market (each such candidate identified by the Nominating Committee and whom the Nominating Committee recommends for consideration by Nia, a “Potential Replacement Candidate”), and Nia shall be provided a reasonable opportunity to interview each Potential Replacement Candidate and receive such other information with respect to any Potential Replacement Candidate as Nia shall reasonably request. Following Nia’s review of such Potential Replacement Candidate, Nia shall provide written notice to the Nominating Committee as to whether Nia approves of such Potential Replacement Candidate (any such Potential Replacement Candidate identified by the Nominating Committee and so approved by Nia, an “Approved Replacement Candidate”). Following the identification of an Approved Replacement Candidate, the Company will use its commercially reasonable efforts to appoint the Approved Replacement Candidate to the Board. The Approved Replacement Candidate, once appointed to the Board, shall be deemed a “New Director” or “Second Director”, as the case may be, for all purposes of this Agreement.
Replacement Director. So long as Viex continues to satisfy the Minimum Ownership Threshold, and Viex shall not have been found to have materially breached its obligations pursuant to this Agreement (as determined by a court of competent jurisdiction in a final and non-appealable decision), in the event the New Independent Director is unable to serve as a director, resigns as a director or is removed prior to the termination or expiration of the Standstill Period, Viex shall have the right to recommend a replacement director to the Board. The appointment of any such person to the Board shall be subject to approval of the Corporate Governance and Nominating Committee of the Board and the Board after exercising its fiduciary duties in good faith, which approval shall not be unreasonably withheld (any such replacement nominee appointed in accordance with the terms of this Section will be referred to herein as the “Replacement Director” and references herein to the “New Independent Director” shall be deemed a reference to the “Replacement Director”), and the Appointment Conditions having been satisfied with respect to the Replacement Director. In the event the Corporate Governance and Nominating Committee of the Board and the Board do not accept the Replacement Director recommended by Viex, the Parties will continue to follow the procedures of this Section 1(c) until a Replacement Director is appointed or elected to the Board, provided Viex continues to be eligible to appoint a Replacement Director pursuant to the first sentence of this Section 1(c).
