Replacement Directors. If the then current Cedarwalk Director is unable or unwilling to serve as a director, resigns as a director, is removed as a director or is otherwise not serving as a director prior to termination of this Agreement, and at such time (A) the Permitted Holders’ aggregate beneficial ownership of Waldencast common stock (which, for purposes of this Agreement, shall be determined under Rule 13d-3 promulgated under the Exchange Act is at least 5.0% of the then-outstanding common stock of Waldencast (the “Minimum Ownership Threshold”) and (B) Cedarwalk or the Guarantor has not committed a material breach of this Agreement, Cedarwalk shall have the ability to name a replacement director, subject to the approval of the Board of Directors of Waldencast (such approval not to be unreasonably withheld, conditioned or delayed) (any such replacement director shall be referred to as the “Replacement Director”). Any Replacement Director named by Cedarwalk shall be required to satisfy the guidelines and policies with respect to service on the Board applicable to all non-management directors. Subject to applicable rules of Nasdaq and the rules and regulations of the SEC, Waldencast shall take all necessary action to nominate or cause the Board to appoint, as applicable, the Replacement Director to the Board and to any applicable committee of the Board of which the Cedarwalk Director was a member of immediately prior to such director’s resignation or removal; provided that such Replacement Director is qualified to serve on any such committee of the Board. The terms and conditions applicable to the Cedarwalk Director under this Agreement shall apply to any such Replacement Director as if such person were the Cedarwalk Director.
Replacement Directors. During such time as the right of either the PCP Entities or Mitsui to nominate directors is reduced or suspended pursuant to Section 2.4 or 2.5, the Restricted Stockholders shall use their reasonable best efforts to have the successors to such directors both: (a) be selected by a majority of the remaining Board of Directors, excluding the director whose position is no longer entitled to be designated by Mitsui or the PCP Entities, and (b) not be Affiliates of the PCP Entities and their Affiliates (other than the Company and its subsidiaries).
Replacement Directors. In the event that any Warburg Pincus Director, Xxxxx Xxxxxx, the Chief Executive Officer of the Company or Independent Director designated in the manner set forth in Section 2(a) hereof is unable to serve, or once having commenced to serve, is removed or withdraws from the Board (a "Withdrawing Director"), such Withdrawing Director's replacement (the "Substitute Director") will be designated by Warburg Pincus in the case of any Warburg Directors, the Management Investors in the case of Xxxxx Xxxxxx or the Chief Executive Officer of the Company, or mutually by Warburg Pincus and the Management Investors in the case of an Independent Director. The Investors and the Company agree to take all action within their respective power, including but not limited to, the voting of capital stock of the Company Owned by them, (i) to cause the election of such Substitute Director promptly following his or her nomination pursuant to this Section 2(b), (ii) upon the written request of Warburg Pincus, to remove, with or without cause, the Warburg Pincus Director, (iii) upon the written request of the Management Investors, to remove, with or without cause, a Substitute Director designated by the Management Investors or (iv) upon the written request of Warburg Pincus and the Management Investors, to remove, with or without cause, Xxxxx Xxxxxx, the Chief Executive Officer of the Company or the Independent Director. Notwithstanding the foregoing, in the event Xxxxx Xxxxxx is no longer employed by the Company, the Investors and the Company shall take all action within their respective power, including but not limited to, the voting of all shares of capital stock of the Company Owned by them, to remove Xxxxx Xxxxxx from the Board and replace him pursuant to this Section 2(b).
Replacement Directors. In the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal (with or without cause) of a director nominated pursuant to Section 6(a) or designated pursuant to this Section 6(c) or in the event of the failure of any such nominee to be elected, the Apollo Group shall have the right to designate a replacement to fill such vacancy. The Company shall take all action within its power to cause such vacancy to be filled by the replacement so designated, and the Board shall promptly elect such designee to the Board. Upon the written request of the Apollo Group, the Company shall take all actions necessary to remove, with or without cause, any director previously nominated pursuant to Section 6(a) or designated pursuant to this Section 6(c), and to elect any replacement director designated by the Apollo Group as provided in the first sentence of this Section 6(c).
Replacement Directors. Prior to the Initial Public Offering, in the event that the LLC Director or any Warburg Director (each, a “Withdrawing Director”) designated in the manner set forth in Section 2.1 hereof is unable to serve, or once having commenced to serve, is removed or withdraws from the Board, such Withdrawing Director’s replacement (the “Substitute Director”) will be designated by the stockholder of the Company that has the right to designate such director in accordance with Section 2.1 above. The Institutional Investors and the Company agree to take all action within their respective power, including, but not limited to, the voting of all shares of Common Stock owned by them (i) to cause the election of such Substitute Director promptly following his or her nomination pursuant to this Section 2.3 or (ii) upon the written request of the stockholder of the Company that has the right to designate such director to the Board in accordance with Section 2.1 above, to remove, with or without cause, the LLC Director or any Warburg Director, as the case may be.
Replacement Directors. If at any time during the Standstill Period, Xxxxxx or Xxxxxxx is unable or unwilling to serve as a director of the Company, the Shareholder Group and the Board (excluding Xxxxxx and Xxxxxxx) shall appoint a mutually agreeable replacement for Xxxxxx or Xxxxxxx, as applicable (in which case all references in this Agreement to “Xxxxxx” or “Xxxxxxx” shall refer to such person’s replacement), within 90 days of Xxxxxx or Xxxxxxx validly tendering his resignation from the Board.
Replacement Directors. If at any time during the Restricted Period any Xxxxx Investor Nominee refuses to serve, or is unable or unwilling to serve as a director of the Company as a result of such Xxxxx Investor Nominee’s death, incapacity, or otherwise, but specifically excluding failure to be elected at the 2008 Annual Meeting, then the Xxxxx Investors shall be entitled to designate another individual as a replacement Xxxxx Investor Nominee subject to the consent of the Company, such consent not to be unreasonably withheld, delayed or conditioned (any such replacement Xxxxx Investor Nominee, a “Replacement Xxxxx Nominee”), and such Replacement Xxxxx Nominee shall be deemed a Xxxxx Investor Nominee for all purposes of this Agreement; provided, however, that the Company’s objection to a proposed Replacement Xxxxx Nominee shall be deemed reasonable if, among other reasonable bases for objection, (i) such individual is an officer or director of a company or organization which derives more than twenty (20%) percent of its revenues or profits, on a consolidated basis, from the development, ownership, management or licensing of hotels, resorts, motels, theme parks, water parks, or similar hospitality or entertainment-oriented enterprise, and (ii) such individual does not meet all other criteria for board membership as established by the Board’s Nominating and Governance Committee applicable to all directors generally. In proposing an individual as a Replacement Xxxxx Nominee pursuant to the immediately preceding sentence, the Xxxxx Investors shall provide the Company with such information regarding such individual as would be required to nominate such individual as a director pursuant to Section 10 of Article 2 of the Company’s Bylaws. In the event of the death, resignation or retirement from the Board of any Xxxxx Investor Nominee during the Restricted Period, the Board shall, as promptly thereafter as practicable, cause such Xxxxx Investor Nominee to be replaced with a Replacement Xxxxx Nominee.
Replacement Directors. In the event that any Warburg Director is --------------------- unable to serve, or once having commenced to serve, is removed or withdraws from the Board (a "Withdrawing Director"), such Withdrawing Director's replacement (the "Substitute Director") will be designated by Warburg. A Warburg Director may be removed, with or without cause, by Warburg, and Warburg shall thereafter have the right to nominate a replacement for such director. The Investors and the Company agree to take all action within their respective power, including but not limited to, the voting of all shares of capital stock of the Company owned by them, to cause the election of such Substitute Director promptly following his or her nomination pursuant to this Section 1(c).
Replacement Directors. In the event that any Series C Preferred Director, Series B Preferred Director or Series A Preferred Director, as applicable, designated in the manner set forth in Section 2(a) (Election of Directors) hereof is unable to serve, or once having commenced to serve, is removed or withdraws from the Board (a “Withdrawing Director”), such Withdrawing Director’s replacement (the “Substitute Director”) will be designated in accordance with the terms of the Certificate of Incorporation and this Agreement. The Investors and the Company agree to take all action within their respective power, including but not limited to, the voting of (or acting by written consent with respect to) capital stock of the Company Owned by them (i) to cause the election of such Substitute Director promptly following his or her nomination pursuant to this Section 2(b) (Replacement Directors) or (ii) upon the written request of the Series C Preferred Stock, Series B Preferred Stock or the Existing Series A Preferred, as applicable, in accordance with the terms of the Certificate of Incorporation and this Agreement, to remove, with or without cause, any Series C Preferred Director, any Series B Preferred Director or any Series A Preferred Director, respectively, in accordance with the terms of the Certificate of Incorporation.
Replacement Directors. Section 2(b) of the Agreement is hereby amended by deleting its entirety and inserting the following in lieu thereof:
