Replacement of Designees. (i) If at any time, a vacancy is created on the Board of Directors by reason of the incapacity, death, removal or resignation of any of the Preferred Designees, then the holders of at least a majority of the outstanding shares of the GDI Series A Preferred and GDI Series B Preferred shall designate an individual who shall be elected to fill the vacancy until the next Stockholders Meeting. Upon receipt of notice of the designation of a nominee pursuant to this Section 3.4(b)(i) each Stockholder shall, as soon as practicable after the date of such notice, take all reasonable actions, including the voting of its Shares, to elect the director so designated to fill the vacancy.
Replacement of Designees. In the event that, prior to the Effective Time, any individual initially designated pursuant to Section 1.05(a) is unable or unwilling to serve in the capacity so designated, the party that designated such designee shall select a replacement for such initial designee to serve in such initial designee’s place; provided that such replacement shall be reasonably acceptable to the other party. In the event that, prior to the Effective Time, any individual initially designated pursuant to Section 1.05(b) is unable to unwilling to serve in the capacity as designated, the parties shall jointly select a replacement for such designee to serve in such initial designee’s place. The parties shall take all actions necessary to ensure that any such replacement is duly appointed to serve as a director or officer of Public Company, as applicable, as of immediately after the Effective Time.
Replacement of Designees. In the event that, prior to the Effective Time, any individual initially designated pursuant to Section 1.5(a) or Section 1.5(b) is unable or unwilling to serve in the capacity so designated (it being agreed that no designee who is designated as an Independent Designee and who fails, as of or prior to the Effective Time, to qualify as an Independent Designee shall be permitted to serve on the Public Company Board), the party who designated such person shall select a replacement for such initial designee to serve in such initial designee’s place; provided that (A) such replacement shall be reasonably acceptable to Public Company and Merger Partner, and (B) if such replacement is designated to replace an Independent Designee, such replacement must qualify as an Independent Designee as of the Effective Time. The parties shall take all actions necessary to ensure that any such replacement is duly appointed to serve as a director or officer of Public Company, as applicable, as of immediately after the Effective Time.
Replacement of Designees. In the event that prior to the Effective Time: (i) any Assertio Designee is unable or unwilling to serve on the Board of Directors of Parent, Assertio shall select a replacement for such individual to serve in such person’s place; or (ii) any Company Designee is unable or unwilling to serve on the Board of Directors of Parent, the Company shall select a replacement for such individual to serve in such person’s place; provided, that (A) each such designee shall be reasonably acceptable to Assertio and, other than with respect to a replacement Assertio Designee that is a member of the incumbent Assertio Board as of the date of this Agreement, the Company, and (B) such designee must qualify as an “independent director” under the Nasdaq listing standards and the applicable rules of the SEC. The parties shall take all action necessary to ensure that any such replacement designee is duly qualified and appointed as a director of the Board of Directors of Parent as of the Effective Time. Any such replacement designee shall also be deemed to be an Assertio Designee or a Company Designee, as applicable.
Replacement of Designees. In the event that, prior to the Effective Time: (i) any Parent Designee is unable or unwilling to serve on the Parent Board, Parent shall select a replacement for such individual to serve in such person’s place; and (ii) any Company Designee is unable or unwilling to serve on the Parent Board, the Company shall select a replacement for such individual to serve in such person’s place. The parties hereto shall take all action necessary to ensure that any such replacement designee is duly qualified and appointed as a director of Parent as of the Effective Time. Any such replacement designee shall also be deemed to be a Parent Designee or a Company Designee, as applicable.
Replacement of Designees. Each Person entitled to designate a member of the Board of Directors shall have the right to remove its designee at any time and, in the event of such removal or in the event of the death, incapacity or resignation of any such designee, designate a nominee to replace any such designee. If at any time, as the result of the Board of Directors filling a vacancy on the Board pursuant to the By-laws of the Company, the composition of the Board of Directors is other than as provided in Section 3.1(a)(as such composition may be changed from time to time in accordance with Section 3.3), each Investor agrees to vote its shares of the Company's Capital Stock in favor of, and the Company and each Investor will take all other necessary actions within their respective control to cause, any measures necessary (including without limitation amendments or modifications to the Certificate of Incorporation or By-laws of the Company, increases in the size of the Board of Directors, the nomination and election of additional members of the Board of Directors and any necessary stockholder meetings, votes or written consents) to be taken so as to ensure that the composition of the Board of Directors is as provided in Section 3.1(a), as such composition may be changed from time to time in accordance with Section 3.3. Each of the Investors and the Company agrees to take any and all actions within its control to give effect to the two preceding sentences. Except as expressly provided in this Section 3.1, Section 3.2 or Section 3.3, no Person shall have the right to designate any additional members of the Board of Directors of the Company under any circumstances.
Replacement of Designees. If any Director Designee elected to serve ------------------------ as a director pursuant to Section 10.1 resigns or otherwise ceases to become a director of the Corporation and a vote of the Stockholders is required to fill the vacancy, or, if the designator of a Director Designee desires to remove and replace such Director Designee, each Stockholder agrees that it will promptly take all action requested and required to fill such vacancy, or to remove and replace such Director Designee, as the case may be.
Replacement of Designees. In the event that prior to the Effective Time: (i) any Parent Board Designee is ineligible, unable or unwilling for any reason (including by reason of any Law, Order or any listing rule or requirement of any stock exchange) to serve on the board of directors of Parent, (ii) any Parent Officer Designee is ineligible, unable or unwilling for any reason (including by reason of any Law, Order or any listing rule or requirement of any stock exchange) to serve as an officer of Parent, (iii) any Surviving Corporation Board Designee is ineligible, unable or unwilling for any reason (including by reason of any Law, Order or any listing rule or requirement of any stock exchange) to serve on the board of directors of the Surviving Corporation, or (iv) any Surviving Corporation Officer Designee is ineligible, unable or unwilling for any reason (including by reason of any Law, Order or any listing rule or requirement of any stock exchange) to serve as an officer of the Surviving Corporation, Parent, in its sole discretion, shall select a replacement for such individual to serve in such person’s place. The parties shall take all action necessary to ensure that any such replacement designee is duly qualified and appointed as a member of the board of directors or as an officer of Parent or the Surviving Corporation, as applicable, as of the Effective Time. Any such replacement designee shall also be deemed to be a Parent Designee or a Surviving Corporation Designee, as applicable.
Replacement of Designees. In the event that prior to the Effective Time: (i) any XRAY Designee is unable or unwilling to serve on the Board of Directors, XRAY shall select a replacement for such individual to serve in such person’s place; and (ii) any TWOLF Designee is unable or unwilling to serve on the Board of Directors, TWOLF shall select a replacement for such individual to serve in such person’s place. The parties shall take all action necessary to ensure that any such replacement designee is duly qualified and appointed as a director of the Board of Directors of Holdco as of the Effective Time. Any such replacement designee shall also be deemed to be an XRAY Designee or a TWOLF Designee, as applicable.
