Replacement of Director. In the event the Company removes a Director from a program to which he or she has been assigned, such Director cannot be replaced by a person who was initially assigned to such program to perform duties not covered by an Agreement between the Company and the Guild. This paragraph shall not apply to emergency situations or to situations in which the Director has disqualified himself or herself from carrying out his or her assigned duties. In the event of a change or substitution of a Director on a prime time dramatic program, the substituting Director shall only be guaranteed the unexpired portion of the previous Director's guarantee, at not less than double minimum compensation for the work performed.
Replacement of Director. In the event any director designated pursuant to Section 5.2 hereof shall resign, die, become incapacitated or otherwise cease to act as a director or is removed from the Board, the Stockholder(s) who designated such director shall be entitled to designate a successor to such director by notifying the Board, in writing, of a replacement director, and the Stockholders shall vote their Covered Securities, at any regular or special meeting called for the purpose of filling positions on the Board, or in any written consent executed in lieu of such a meeting of Stockholders, and shall take all actions necessary, to ensure the election to the Board of such replacement director to fill the unexpired term of the director who is being replaced. To the extent the Stockholder who designated a director to the Board desires to remove such director, all of the Stockholders hereby agree to vote their Covered Securities or execute written consents in respect of such Covered Securities to remove such director in accordance with the wishes of the party who originally designated such director. Brightstar Corp. Fourth Amended and Restated Stockholders’ Agreement
Replacement of Director. In the event of any termination or ----------------------- resignation of any Series C Director, the Stockholders agree to vote their Shares as required to cause such vacancy to be filled by a designee of the Series C Holders in accordance with the provisions of Section 2 hereof.
Replacement of Director. In the event of any termination or resignation of any Director, the Voting Parties shall take all actions necessary and appropriate to cause such vacancy to be filled in accordance with the provisions hereof.
Replacement of Director. In the event of any vacancy, whether by termination or resignation of any director, the Board of Directors shall take all actions necessary and appropriate to cause such vacancy to be filled in accordance with the provisions hereof and the provisions of the Company’s Bylaws and Certificate of Incorporation, each as may be amended from time to time.
Replacement of Director. In the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal (with or without cause) of the director nominated pursuant to Section 6.2 or Section 6.3, or in the event of the failure of such nominee to be elected, the Shareholder shall have the right to designate a replacement to fill such vacancy, provided that any such nominee shall (i) not be restricted from serving on the board of directors of a U.S. public company and (ii) satisfy the corporate governance guidelines of the Company and NASDAQ. The Company shall take all action within its power to cause such vacancy to be filled by the replacement so designated, and the Board of Directors shall promptly elect such designee to the Board of Directors. Upon the written request of the Shareholder, the Company shall take all action within its power to submit the election of such designee to a vote of stockholders of the Company.
Replacement of Director. The SHERIFF shall replace the Director if the assigned Director ceases to perform under this Agreement for any reason, including authorized leaves that permit or require his/her absence from the SHERIFF’s office. Performance shall be determined to have ceased if the Director fails to provide agreed-upon services within any 10 days when the District is in session during the term of the Agreement or within 5 days of any deadline established under this Agreement.
1. The SHERIFF shall replace the Director immediately if the assigned Director leaves the SHERIFF’s employment.
2. The DISTRICT’s obligations for payment to the SHERIFF under this agreement shall be waived during all periods that a Director is not performing as defined by this paragraph or has not been assigned as Director by the SHERIFF.
Replacement of Director. Following the Foreign Investor's ------------------------ subscription for the New Shares, at the request of the Foreign Investor, the Korean Investors ehaI1 cause one of the directors nominated by them to resign. This director shall be replaced by a director nominated by the Foreign Investor.
Replacement of Director. If at any time a vacancy is created on the Board by reason of the incapacity, death, removal or resignation of a director, then the Stockholders entitled to designate such director pursuant to Section 1(a) shall designate a director to fill such vacancy. Upon receipt of notice of the designation of a nominee pursuant to this Section 1(c), each Stockholder, as the case may be, shall, as soon as practicable after the date of such notice, take action, including the voting of its voting securities, to elect the director so designated to fill such vacancy.
Replacement of Director. In the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal (with or without cause) of the director nominated pursuant to Section 6.2 or 6.3, or in the event of the failure of any such nominee to be elected, the Shareholder shall have the right to designate a replacement to fill such vacancy, provided that any such nominee shall (i) be an officer of the Shareholder and hold a title of Senior Vice President or above, (ii) not be restricted from serving on the board of directors of a U.S. public company and (iii) satisfy the corporate governance guidelines of the Company and NASDAQ. The Company shall take all action within its power to cause such vacancy to be filled by the replacement so designated, and the Board of Directors shall promptly elect such designee to the Board of Directors. Upon the written request of the Shareholder, the Company shall take all action within its power to submit to a vote of stockholders of the Company.
