Common use of Replacement New Director Clause in Contracts

Replacement New Director. Subject to the following sentence of this Section 1(f), if either New Director is unable or unwilling to serve as a director, resigns as a director, is removed as a director or ceases to be a director for any reason prior to the expiration of the Cooperation Period and at such time the Mill Road Parties have aggregate beneficial ownership of shares of Common Stock equivalent to a “net long position” of at least five percent (5%) of the outstanding shares of Common Stock as of the date of this Agreement (the “Minimum Ownership Threshold”), the Company and the Mill Road Parties shall, subject to the Company’s approval, such approval not to be unreasonably delayed, withheld or conditioned, designate a substitute director (the “Replacement New Director”), and the Board and all applicable committees thereof shall take (or shall cause to be taken) such actions as are necessary to appoint the Replacement New Director to serve as a director of the Company and as a member of each committee on which the replaced New Director served for the remainder of the New Director’s term, subject to any applicable reelection requirements required by law, stock exchange rules, or the Company’s organizational documents; provided, that, in the case of any appointment to a committee, such Replacement New Director satisfies any applicable legal or regulatory requirements for serving on such committee. Effective upon the appointment of the Replacement New Director to the Board, such Replacement New Director will be considered a New Director for all purposes of this Agreement from and after such appointment. Prior to the appointment of the Replacement New Director pursuant to this Section 1(f), the Board (and all applicable committees thereof) shall have determined that such Replacement New Director (A) qualifies as an “independent director” under the applicable rules of the New York Stock Exchange and the rules and regulations of the SEC, and (B) satisfies the guidelines and policies with respect to service on the Board applicable to all non-management directors (including the requirements set forth in Section 1(d)).

Replacement New Director. Subject to Section 1(j) and to the following sentence of this Section 1(f1(c), if either any New Director is unable or unwilling to serve as a director, resigns as a director, is removed as a director or ceases to be a director for any other reason prior to the expiration of the Cooperation Period and at such time the Mill Road Parties have aggregate beneficial ownership of shares of Common Stock equivalent Expiration Date, Azurite shall be entitled to a “net long position” of at least five percent (5%) of the outstanding shares of Common Stock as of the date of this Agreement (the “Minimum Ownership Threshold”), the Company and the Mill Road Parties shall, subject to the Company’s approval, such approval not to be unreasonably delayed, withheld or conditioned, designate a substitute replacement director (the “Replacement New Director”) that is reasonably acceptable to the Board. In the event that Azurite identifies a Replacement New Director, (i) the Nominating Committee shall make its determination and recommendation regarding whether the Replacement New Director meets the relevant criteria with twenty (20) business days after the Replacement New Director has submitted to the Company the documentation required by Section 1(e), and (ii) upon the recommendation of the Replacement New Director by the Nominating Committee, the Board and all applicable committees thereof shall take (or shall cause to be have taken) such actions as are necessary to appoint the Replacement New Director to serve as a director of the Company and as a member of each committee on which the replaced New Director served for the remainder of the such New Director’s term, subject to any applicable reelection requirements required by law, stock exchange rules, or term no later than twenty (20) business days after the CompanyNominating Committee’s organizational documents; provided, that, in the case of any recommendation. Upon a Replacement New Director’s appointment to a committeethe Board, the Board and all applicable committees of the Board shall take all actions reasonably necessary to appoint such Replacement New Director satisfies to any applicable legal committee of the Board of which the replaced director was a member immediately prior to such director’s resignation or regulatory requirements removal contingent on each Replacement New Director meeting the qualifications for serving on such committeecommittee appointments. Effective upon the appointment of the Replacement New Director to the Board, such Replacement New Director will be considered a New Director for all purposes of this Agreement from and after such appointment. Prior to the appointment of the Replacement New Director pursuant to this Section 1(f), the Board (and all applicable committees thereof) shall have determined that such Replacement New Director (A) qualifies as an “independent director” under the applicable rules of the New York Stock Exchange and the rules and regulations of the SEC, and (B) satisfies the guidelines and policies with respect to service on the Board applicable to all non-management directors (including the requirements set forth in Section 1(d)).

Replacement New Director. Subject to If the following sentence of this Section 1(f), if either New Director (or any Replacement New Director) is unable or unwilling to serve as a director, resigns as a director, is removed as a director or ceases to be a director for any other reason prior to the expiration of the Cooperation Period (as defined below), and at such time the Mill Road Xxxxxxx Parties have aggregate beneficial ownership of shares of Common Stock equivalent to (together with their Affiliates) beneficially own a “net long position” of (as defined in Rule 14e-4 under the Exchange Act (as defined below)) of, or have aggregate net long economic exposure to, at least five percent (5%) of the outstanding shares of Common Stock as of the date of this Agreement 3.0% (the “Minimum Ownership Threshold”) of the then outstanding Company Ordinary Shares (as defined below), as promptly as practicable, the Xxxxxxx Parties and the Company will cooperate to select, and the Company will appoint, a substitute director mutually acceptable to the Company and the Mill Road Xxxxxxx Parties shall, subject to the Company’s approval, such approval not to be unreasonably delayed, withheld or conditioned, designate a substitute director (the “Replacement New Director”), and the Board and all applicable committees thereof shall take (or shall cause to be taken) such actions as are necessary to appoint the Replacement New Director to serve as a director of the Company and as a member of each committee on which the replaced New Director served for the remainder of the New Director’s term, subject to any applicable reelection requirements required by law, stock exchange rules, or the Company’s organizational documents; provided, that, in the case of any appointment to a committee, such which Replacement New Director satisfies any applicable legal or regulatory requirements for serving on such committeewill be a Qualified Candidate. Effective upon the appointment of the Replacement New Director to the Board, such Replacement New Director will be considered a the New Director for all purposes of this Agreement from and after such appointmentAgreement. Prior In the event that the Xxxxxxx Parties seek to the appointment of the Replacement New Director pursuant to exercise their rights under this Section 1(f1(c), the Board Xxxxxxx Parties shall certify in writing to the Company that their (and all applicable committees thereoftogether with their Affiliates) beneficial ownership of, or aggregate economic exposure to, Company Ordinary Shares satisfies the Minimum Ownership Threshold as of the proposed time of any such exercise. The Company’s obligations under this Section 1(c) shall have determined terminate as a nonexclusive remedy for any material breach of this Agreement (including Section 2) by any Xxxxxxx Party upon five (5) business days’ written notice by the Company to the Xxxxxxx Parties if such breach has not been cured within such notice period, provided that the Company is not in material breach of this Agreement at the time such Replacement New Director (A) qualifies as an “independent director” under notice is given or prior to the applicable rules end of the New York Stock Exchange and the rules and regulations of the SEC, and (B) satisfies the guidelines and policies with respect to service on the Board applicable to all non-management directors (including the requirements set forth in Section 1(d))notice period.

Replacement New Director. Subject to the following sentence of this Section 1(f1(h), if either any New Director is unable or unwilling to serve as a director, resigns as a director, is removed as a director or ceases to be a director for any reason prior to the expiration of the Cooperation Period (as defined below) and at such time the Mill Road D. E. Shaw Parties have aggregate beneficial ownership of the shares of Common Stock equivalent to a “net long position” of at least five fifty percent (550%) of the outstanding beneficial ownership of the shares of Common Stock beneficially owned by the D. E. Shaw Parties as of the date of this Agreement as set forth in the Beneficial Ownership Email (the “Minimum Ownership Threshold”as defined below), the Company and the Mill Road D. E. Shaw Parties shall, subject shall cooperate to the Company’s approval, such approval not to be unreasonably delayed, withheld or conditioned, designate identify and mutually agree upon a substitute director (the “Replacement New Director”), and the Board and all applicable committees thereof shall take (or shall cause to be have taken) such actions as are necessary to appoint the Replacement New Director to serve as a director of the Company and as a member of each committee on which the replaced New Director served for the remainder of the such New Director’s term, subject to any applicable reelection requirements required by law, stock exchange rules, or the Company’s organizational documents; provided, that, in the case of any appointment to a committee, provided that such Replacement New Director satisfies any applicable legal or regulatory requirements for serving on such committeecommittees of which the applicable New Director was a member. Effective upon the appointment of the Replacement New Director to the Board, such Replacement New Director will be considered a New Director for all purposes of this Agreement from and after such appointment. Prior to the appointment of the Replacement New Director pursuant to this Section 1(f1(h), the Board (and all applicable committees thereof) shall have determined that such Replacement New Director (A) qualifies as an “independent director” under the applicable rules of the New York Stock Exchange and the rules and regulations of the SEC, and (B) satisfies the guidelines and policies with respect to service on the Board applicable to all non-management directors (including the requirements set forth in Section 1(d)1(f) hereof).

Replacement New Director. Subject to the following sentence of this Section 1(f1(d), if either any New Director is unable or unwilling to serve as a director, resigns as a director, is removed as a director or ceases to be a director for any other reason prior to the expiration of the Cooperation Period and at such time the Mill Road Parties have aggregate beneficial ownership of shares of Common Stock equivalent to a “net long position” of at least five percent (5%) of the outstanding shares of Common Stock as of the date of this Agreement (the “Minimum Ownership Threshold”defined below), the Company and the Mill Road Exxxxxx Parties shall, shall cooperate to identify and mutually agree upon a substitute Independent director having such expertise and skills as shall be determined by the Nominating and Governance Committee in accordance with and subject to the Company Policies, the charter of the Nominating and Governance Committee and the Company’s approval, such approval not policies and procedures of general application to be unreasonably delayed, withheld or conditioned, designate a substitute director members of the Board and applicable law (the “Replacement New Director”), and the Board and all applicable committees thereof shall take (or shall cause to be have taken) such actions as are necessary to appoint the Replacement New Director to serve as a director of the Company and as a member of each committee on which the replaced New Director served for the remainder of the such New Director’s term, subject to any applicable reelection requirements required by law, stock exchange rules, or the Company’s organizational documents; provided, that, in the case of any appointment to a committee, such Replacement New Director satisfies any applicable legal or regulatory requirements for serving on such committee. Effective upon the appointment of the Replacement New Director to the Board, such Replacement New Director will be considered a New Director for all purposes of this Agreement from and after such appointment. Prior to the appointment of the Replacement New Director pursuant to this Section 1(f1(d), (i) the Board (and all applicable committees thereof) shall have determined that such the Replacement New Director (A) qualifies as an “independent director” under Independent and otherwise satisfies the applicable rules Board membership criteria set forth in the Corporate Governance Guidelines and in accordance with the charter of the New York Stock Exchange Nominating and the rules and regulations of the SEC, Governance Committee and (Bii) satisfies the guidelines and policies Replacement New Director shall have complied with respect to service on the Board applicable to all non-management directors (including the requirements conditions set forth in Section 1(d)1(f).