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).
(ii) Except as otherwise specified in this Agreement, if a replacement Director (a “Replacement Director”) is appointed to the Board pursuant to this Section 1.1(c), all references in this Agreement to the term “New Director” or “New Directors” will include such Replacement Director, as applicable.
(iii) The appointment of any Replacement Director shall be subject to (A) the execution and delivery by such Replacement Director of (x) a fully completed copy of the Company’s standard director and officer questionnaire and other reasonable and customary director onboarding documentation required by the Company in connection with the appointment or election of new Board members, (y) a written acknowledgment that such Replacement Director agrees to be bound by all agreements, policies, codes and guidelines applicable to non-employee directors of the Company, subject to the terms of this Agreement, and (z) the Replacement Director Irrevocable Letter of Resignation in the form attached as Exhibit B hereto, (B) such Replacement Director satisfying the Director Criteria and (C) the Board determining in good faith such Replacement Director to be reasonably acceptable (such determination not to be unreasonably withheld, conditioned or delayed).
(iv) The Nominating Committee, acting reasonably and in good faith, shall make its determination and recommendation regarding whether any candidate for Replacement Director so qualifies pursuant to clauses (B) and (C) of Section 1(c)(iii) within five Business Days after such candidate has submitted to the Company the documentation required by Section 1(c)(iii)(A)(x) and, if such candidate does not qualify, shall provide the Atlas Group with a written response detailing the reasons for such determination. If the Nominating Committee does not accept a substitute person recommended by the Atlas Group as a Replacement Director, then t...
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. 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. The Company agrees that if, during the Standstill Period (and so long as no Investor has breached its obligations under Section 1, Section 3, Section 4 or Section 9 hereof), the First Additional Class 1 Director (or his or her replacement appointed pursuant to this Section 2(i)) is unable to serve as a director, resigns, or is removed as a director prior to the end of the term of office set forth above (other than on account of (i) the failure of the First Additional Class 1 Director to be elected or re-elected by the stockholders at an annual meeting of the Company’s stockholders or a special meeting of stockholders held in lieu thereof or (ii) the First Additional Class 1 Director not being nominated to serve as a director in accordance with the terms of this Agreement at an annual meeting of the Company’s stockholders or a special meeting of stockholders held in lieu thereof), and at such time the Investor Group beneficially owns in the aggregate at least the lesser of (A) ten percent (10%) of the Company’s then outstanding voting securities on an as-converted to Common Stock basis or (B) the Company’s then outstanding voting securities on an as-converted to Common Stock basis beneficially owned by the Investors as of the Effective Date and as set forth on Exhibit A hereto (the “Investor Group Minimum Ownership Threshold”), then the Investor Group shall have the ability to recommend a substitute person, provided that any such substitute person so recommended shall qualify as “independent” pursuant to Nasdaq’s listing standards, be independent from the Investors, have the relevant financial and business experience to fill the resulting vacancy, made himself or herself available for one or more interviews with the Nominating Committee and other members of the Board, agreed to a customary background check by the Company and completed the Company’s standard directors’ and officers’ questionnaire (the “Qualification Information”). In the event that the Nominating Committee does not accept a substitute person so recommended, then the Investor Group shall have the right to recommend an additional substitute person for consideration by the Nominating Committee. Either the original candidate or the substitute person recommended shall be accepted by the Nominating Committee, provided, that after reasonable review by the Nominating Committee of the Qualification Information, both such candidates were, in the reasonable judgement of the Nominating Committee, qualif...
Replacement Director. Following the New Director’s appointment to the Board, if such New 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 Investors shall have the ability to recommend a substitute person for appointment to the Board in accordance with this Section 1.3 (any such replacement nominee shall be referred to as a “Replacement Director,” and upon becoming a Replacement Director, such person shall be deemed a New Director for purposes of this Agreement). Any Replacement Director must (A) be mutually agreeable by the Board, (B) qualify as “independent” pursuant to Nasdaq Stock Market listing standards, and (C) have the relevant financial and business experience to be a director of the Company. Following the identification of an approved Replacement Director, the Company will use its commercially reasonable efforts to appoint the Replacement Director to the Board.
Replacement Director. In the event that Xxxxxx Xxxxxxxxx is unable or unwilling to continue as a director of the Company during the term of this Agreement, Kernwood shall be entitled to make nominations for replacement to the Board, which the Board will consider and approve at its sole discretion, acting reasonably, and once a suitable replacement is found, this Agreement shall apply to such replacement director as if he or she had been the Director and the Company shall immediately appoint such person to the Board and, as applicable, any committee of the Board, and include such person as a director nominee, and consider and treat such person, as contemplated in Section 1.
Replacement Director. A replacement Director may be appointed by the transferee of Shares and the remaining Shareholders shall take all action as may be within their power to cause such individual to be elected.
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.
