Replacement of Designees Sample Clauses

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. (ii) 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 Management Designees, then Xxxxxx Xxxxxx 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)(ii) 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.
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
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.
Sample 1
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.
Sample 1
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.
Sample 1
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.
Sample 1
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.
Sample 1
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.
Sample 1
AutoNDA by SimpleDocs
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.
Sample 1
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.
Sample 1

Related to Replacement of Designees

  • If Designated If the HSP is Designated it will: (a) apply the principles of Active Offer in the provision of services; (b) continue to provide services to the public in French in accordance with the provisions of the FLSA; (c) maintain its French language services capacity; (d) submit a French language implementation report to the Funder on the date specified by the Funder, and thereafter, on each anniversary of that date, or on such other dates as the Funder may, by Notice, require; and (e) collect and submit to the Funder as requested by the Funder from time to time, French language services data.

  • Effect of Designation (i) If notice designating an Early Termination Date is given under Section 6(a) or (b), the Early Termination Date will occur on the date so designated, whether or not the relevant Event of Default or Termination Event is then continuing. (ii) Upon the occurrence or effective designation of an Early Termination Date, no further payments or deliveries under Section 2(a)(i) or 2(e) in respect of the Terminated Transactions will be required to be made, but without prejudice to the other provisions of this Agreement. The amount, if any, payable in respect of an Early Termination Date shall be determined pursuant to Section 6(e).

  • Release of Design Plan The Engineer (1) will not release any roadway design plan created or collected under this contract except to its subproviders as necessary to complete the contract; (2) shall include a provision in all subcontracts which acknowledges the State’s ownership of the design plan and prohibits its use for any use other than the project identified in this contract; and (3) is responsible for any improper use of the design plan by its employees, officers, or subproviders, including costs, damages, or other liability resulting from improper use. Neither the Engineer nor any subprovider may charge a fee for the portion of the design plan created by the State.

  • Certificate of Designation The Certificate of Designation shall have been duly filed with the Secretary of State of the State of Delaware.

  • Certificate of Designations The Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware.

  • Exchange Agreement As a condition of the Holder’s receipt and acceptance of this Purchase Warrant, Xxxxxx agrees that, at any time prior to the complete exercise of this Purchase Warrant by Holder, if the Company and the Underwriter enter into an agreement (“Exchange Agreement”) pursuant to which they agree that all outstanding Purchase Warrants will be exchanged for securities or cash or a combination of both, then Holder shall agree to such exchange and become a party to the Exchange Agreement.

  • Filing of Certificate of Designation The Certificate of Designation shall have been filed with the Secretary of State of the State of Delaware.

  • Method of Determination A determination (if required by applicable law) with respect to Indemnitee’s entitlement to indemnification shall be made, as follows: (a) if a Change in Control has occurred, unless Indemnitee shall request in writing that such determination be made in accordance with clause (b) of this Section 6.02, the determination shall be made by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee. (b) If a Change in Control has not occurred, and subject to Section 6.03, the determination shall be made by (i) a majority vote of the Disinterested Directors, even though less than a quorum; (ii) by a committee of Disinterested Directors designated by majority vote of such Disinterested Directors, even though less than a quorum; (iii) if there are no such Disinterested Directors, by the Independent Counsel in a written opinion to the Board, or (iv) by the Company’s stockholders.

  • Terms of the Units and Placement Warrants 8.1 The Units and their component parts are substantially identical to the units to be offered in the IPO except that: (i) the Units and component parts will be subject to transfer restrictions described in the Insider Letter, (ii) the Placement Warrants will be non-redeemable so long as they are held by the initial holder thereof (or any of its permitted transferees), and may be exercisable on a “cashless” basis if held by a Subscriber or its permitted transferees, as further described in the Warrant Agreement and (iii) the Units and component parts are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (i) and they are registered pursuant to the Registration Rights Agreement to be signed on or before the date of the Prospectus or an exemption from registration is available. 8.2 Subscriber agrees to vote the Placement Shares in accordance with the terms of the Insider Letter and as otherwise described in the Registration Statement.

  • Warrant Agreement and Registration and Shareholder Rights Agreement The Company shall have entered into the Warrant Agreement, in the form of Exhibit A hereto, and the Registration and Shareholder Rights Agreement, in the form of Exhibit B hereto, in each case on terms satisfactory to the Purchaser.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!