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).
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Samples: Stockholders Agreement (Bridgepoint Education Inc), Stockholders Agreement (Bridgepoint Education Inc), Stockholders Agreement (Bridgepoint Education Inc)
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 (w) Warburg Pincus in the case of any Warburg Pincus Directors, (x) the Management Investors Chief Executive Officer in the case of Xxxxx Xxxxxx or any of his successors, (y) Warburg Pincus in the case of the Chief Executive Officer of the Company, or and (z) mutually by Warburg Pincus and the Management Investors Chief Executive Officer 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 InvestorsChief Executive Officer, to remove, with or without cause, a Substitute Director designated by the Management Investors Xxxxx Xxxxxx or any of his successors, (iv) upon the written request of Warburg Pincus, to remove, with or without cause, the Chief Executive Officer of the Company and (v) upon the written request of Warburg Pincus and the Management InvestorsChief Executive Officer, 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)."
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Samples: Stockholders Agreement (Bridgepoint Education Inc), Stockholders Agreement (Bridgepoint Education Inc), Stockholders Agreement (Bridgepoint Education Inc)
Replacement Directors. In the event that any Warburg Pincus Director, Xxxxx XxxxxxNon-Employee Warburg Pincus Director or Mubadala Director, the Chief Executive Officer of the Company or Independent Director as applicable, 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 ’s replacement (the "“Substitute Director"”) will be designated by Warburg Pincus or Mubadala, as applicable, so long as they continue to have the right to appoint a director under Section 2(a); provided that any such replacement Non-Employee Warburg Pincus Director shall (a) not be an employee of Warburg Pincus or any of its Affiliates, (b) be Independent (as defined below) and (z) be the Chair of the Audit Committee of the Board. In the event that any Independent Director serving on the Board is unable to serve, or once having commenced to serve, is removed or withdraws from the Board, such former Independent Director’s replacement will be designated by and meet the same criteria as set forth in the case of any Warburg DirectorsSection 2(a)(i)(C)(B). The Investors, 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 Key Common Holders 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) all capital stock of the Company Owned by them, them (i) to cause the election of such Substitute Director or such replacement Independent Director promptly following his or her nomination pursuant to this Section 2(b), ) and (ii) upon the written request of Warburg PincusPincus (with respect to the Warburg Pincus Director and the Non-Employee Warburg Pincus Director only), Mubadala (with respect to the Mubadala Director only) or the holders of a majority of the Preferred Stock and Common Stock, voting together as a single class on an as-converted basis (with respect to any Independent Director only), as applicable, to remove, with or without cause, the any 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 Non- Employee Warburg Pincus and the Management Investors, to remove, with or without cause, Xxxxx XxxxxxDirector, the Chief Executive Officer of the Company Mubadala Director or the any 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)as applicable.
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