Replacement New Directors. If 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 2025 Annual Meeting, and at such time the Xxxxxxx Parties satisfy the Minimum Ownership Threshold (as defined below), the Xxxxxxx Parties and the Company shall cooperate in good faith to select, and the Company will appoint, as promptly as practicable, a Qualified Director mutually agreeable to the Company and the Xxxxxxx Parties (such person, the “Replacement New Director”), in each case, to serve as a director of the Company for the remainder of the applicable New Director’s term. 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.
Replacement New Directors. (i) The Company and the Xxxxxxx Parties have also worked cooperatively together to identify a discrete list of final potential director candidates (each, an “Approved Candidate”).
Replacement New Directors. Subject to Section 1(f):
Replacement New Directors. (i) If the Investor Designee 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, the Company and the Irenic Parties shall cooperate in good faith to identify and mutually agree, subject to Sections 1(g) and 1(h), upon a substitute director who meets the requirements set forth under clause (i) and (iii) of a Qualified Director (such individual, the “Replacement Investor Designee”), and the Board shall take such actions as are necessary to appoint such Replacement Investor Designee to serve as a director of the Company for the remainder of the Investor Designee’s term; provided that if the Irenic Parties identify and propose a founder or another senior employee of an Irenic Party or an Affiliate of an Irenic Party to serve as the Replacement Investor Designee, the Company’s agreement to such individual’s appointment shall not be unreasonably withheld, delayed or conditioned. Effective upon the appointment of the Replacement Investor Designee to the Board, such Replacement Investor Designee will be considered the Investor Designee for all purposes of this Agreement.
Replacement New Directors. Subject to the following sentence of this Section 1(i), if 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 and at such time the D. E. Shaw Parties have aggregate beneficial ownership of the shares of Common Stock equivalent to a “net long position” of at least fifty percent (50%) of the then outstanding shares of Common Stock beneficially owned by the D. E. Shaw Parties as of the date of this Agreement (the “Minimum Ownership Threshold”) as set forth in the Beneficial Ownership Email (as defined below), the Company and the D. E. Shaw Parties shall cooperate to identify and mutually agree upon a replacement director candidate who is not an affiliate of the D. E. Shaw Parties and satisfies the Director Criteria (the “Replacement New Director”), and the Board and all applicable committees thereof shall take (or shall 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 New Director’s term; provided, that such Replacement New Director satisfies any applicable requirements for serving on such committees 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. It is a condition of such appointment that, prior to the appointment of the Replacement New Director pursuant to this Section 1(i), the Board (and all applicable committees thereof) shall have determined that such Replacement New Director satisfies the Director Criteria.
Replacement New Directors. If a New Director (or any Replacement New Director (as defined below)) 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 (including as the result of a failure to receive the requisite number of votes at the 2020 Annual Meeting) during the Cooperation Period, and at such time the Xxxxxxx Parties (together with their Affiliates) have beneficial ownership of, or aggregate economic exposure to, at least 2.0% of the shares of Company Common Stock outstanding at such time, as promptly as practicable, the Company and the Xxxxxxx Parties shall cooperate with each other to select a mutually acceptable Qualified Candidate to be appointed to the Board as a substitute director (a “Replacement New Director”), and the Board will take all action necessary to appoint such person to serve as a director of the Company for the remainder of the New Director’s term. Effective upon the appointment of a Replacement New Director to the Board, such Replacement New Director will be considered a New Director for all purposes of this Agreement. Notwithstanding anything to the contrary herein, in the event that the Xxxxxxx Parties seek to exercise any rights under Section 1(c)(ii) or this Section 1(d) that are contingent or conditioned on a beneficial ownership or aggregate economic exposure threshold, the Xxxxxxx Parties shall certify in writing to the Company that their and their Affiliates’ beneficial ownership of, or aggregate economic exposure to, Company Common Stock is in excess of such applicable threshold as of the proposed time of any such exercise.
