Replacement of Starboard Designee Sample Clauses

Replacement of Starboard Designee. If during the Company Restricted Period (i) the Starboard Designee or any Starboard Designee Replacement (as defined below) ceases to be a member of the Board for any reason and (ii) at that time and until a replacement director is added to the Board as provided in this paragraph 2(a) the Starboard Group meets the Minimum Ownership Threshold (and has not previously fallen beneath the Minimum Ownership Threshold), then Starboard will have the right to recommend a replacement director candidate for the Starboard Designee or Starboard Designee Replacement in accordance with this paragraph 2(a) (any such replacement director candidate, a “Starboard Designee Replacement”). Any Starboard Designee Replacement who is an employee of Starboard will be approved and appointed to the Board no later than five business days following the submission of all completed documentation required by paragraph 10 so long as such Starboard Designee Replacement meets the independence requirements with respect to Company of the listing rules of The Nasdaq Stock Market LLC or any successor thereto (“Nasdaq”). The appointment to the Board of any Starboard Designee Replacement candidate who is independent of the Starboard Group (for the avoidance of doubt, any person who is not principally employed by Starboard will be deemed independent of Starboard for the purposes of this Agreement) will be subject to the Nominating and Corporate Governance Committee (the “NCGC”) recommending such Starboard Designee Replacement candidate in accordance with the procedures contemplated by paragraph 2(b). For the avoidance of doubt, if the NCGC does not accept a Starboard Designee Replacement candidate who is independent of the Starboard Group, then Starboard may recommend additional Starboard Designee Replacement candidate(s), who may be an employee of Starboard or independent of Starboard, and whose appointment to the Board will be subject to the procedures of this paragraph 2(a) in the event of an employee of Starboard and the procedures of paragraph 2(b) for any candidate that is independent of Starboard. Any Starboard Designee Replacement designated pursuant to this paragraph 2(a) who is replacing the Starboard Designee prior to the 2016 Annual Meeting will stand for election at the 2016 Annual Meeting together with Company’s other nominees. In connection with his or her appointment to the Board, Starboard will cause any Starboard Designee Replacement designated pursuant to this paragraph 2(a) who ...
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Related to Replacement of Starboard Designee

  • Ownership by Limited Partner of Corporate General Partner or Affiliate No Limited Partner shall at any time, either directly or indirectly, own any stock or other interest in the General Partner or in any Affiliate thereof, if such ownership by itself or in conjunction with other stock or other interests owned by other Limited Partners would, in the opinion of counsel for the Partnership, jeopardize the classification of the Partnership as a partnership for federal tax purposes. The General Partner shall be entitled to make such reasonable inquiry of the Limited Partners as is required to establish compliance by the Limited Partners with the provisions of this Section.

  • Certificate of Incorporation of Surviving Corporation Effective at the Effective Time, the Certificate of Incorporation of the Company in effect immediately prior to the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation without any amendment or modification as a result of the Merger.

  • Certification of Limited Liability Company and Limited Partnership Interests Each interest in any limited liability company or limited partnership controlled by any Grantor and pledged hereunder shall be represented by a certificate, shall be a “security” within the meaning of Article 8 of the New York UCC and shall be governed by Article 8 of the New York UCC.

  • Substituted Limited Partners A. No Limited Partner shall have the right to substitute a transferee as a Limited Partner in his or her place (including any transferee permitted by Section 11.3). The General Partner shall, however, have the right to consent to the admission of a transferee of the interest of a Limited Partner pursuant to this Section 11.4 as a Substituted Limited Partner, which consent may be given or withheld by the General Partner in its sole and absolute discretion. The General Partner’s failure or refusal to permit a transferee of any such interests to become a Substituted Limited Partner shall not give rise to any cause of action against the Partnership or any Partner.

  • Shareholder Account Maintenance a. Maintain all shareholder records for each account in the Trust.

  • Revocation Effect and Solicitation of Consents Special Record Dates Etc 60 Section 9.05. Notations and Exchanges. 61 Section 9.06. Trustee to Execute Supplemental Indentures. 61 Article 10. Satisfaction and Discharge 61 Section 10.01. Termination of Company’s Obligations. 61 Section 10.02. Repayment to Company. 62 Section 10.03. Reinstatement. 62 Article 11. Collateral Agency 63 Section 11.01. Collateral Agent. 63 Section 11.02. Application Proceeds of any Collateral. 63 Section 11.03. Limitation on the Duty of Collateral Agent in Respect of Collateral. 63 Article 12. Collateral And Security 65 Section 12.01. General. 65 Section 12.02. Security Documents. 65 Section 12.03. [Reserved]. 66 Section 12.04. Possession, Use and Release of Collateral. 66 Section 12.05. Suits to Protect Collateral. 67 Section 12.06. Powers Exercisable by Receiver, Trustee or Collateral Agent. 67 Section 12.07. Determinations Relating to Collateral. 67 Section 12.08. [Reserved]. 68 Section 12.09. [Reserved]. 68 Section 12.10. Purchaser Protected. 68 Article 13. Trustee 68 Section 13.01. Duties of Trustee. 68 Section 13.02. Rights of Trustee. 69 Section 13.03. Individual Rights of Trustee. 71 Section 13.04. Trustee’s Disclaimer. 71 Section 13.05. [Reserved]. 71 Section 13.06. [Reserved]. 71 Section 13.07. Compensation and Indemnity. 71 Section 13.08. Replacement of Trustee. 72 Section 13.09. Successor Trustee by Xxxxxx, Etc. 73 Section 13.10. [Reserved]. 73 Section 13.11. [Reserved]. 74 ||| Article 14. Miscellaneous 74 Section 14.01. Notices. 74 Section 14.02. Delivery of Officer’s Certificate and Opinion of Counsel as to Conditions Precedent. 75 Section 14.03. Statements Required in Officer’s Certificate and Opinion of Counsel. 76 Section 14.04. Rules by the Trustee, the Registrar and the Paying Agent. 76

  • Certificate of Incorporation of the Surviving Corporation The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation.

  • Name of Surviving Corporation After the merger, the Surviving Corporation shall have the name "Capital Bank Corporation"

  • Certificates Representing Units; Lost, Stolen or Destroyed Certificates; Registration and Transfer of Units (a) Units shall not be certificated unless otherwise determined by the Manager. If the Manager determines that one or more Units shall be certificated, each such certificate shall be signed by or in the name of the Company, by the Chief Executive Officer and any other officer designated by the Manager, representing the number of Units held by such holder. Such certificate shall be in such form (and shall contain such legends) as the Manager may determine. Any or all of such signatures on any certificate representing one or more Units may be a facsimile, engraved or printed, to the extent permitted by applicable Law. The Manager agrees that it shall not elect to treat any Unit as a “security” within the meaning of Article 8 of the Uniform Commercial Code unless thereafter all Units then outstanding are represented by one or more certificates.

  • Certificate of Limited Partnership The General Partner has caused the Certificate of Limited Partnership to be filed with the Secretary of State of the State of Delaware as required by the Delaware Act. The General Partner shall use all reasonable efforts to cause to be filed such other certificates or documents that the General Partner determines to be necessary or appropriate for the formation, continuation, qualification and operation of a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware or any other state in which the Partnership may elect to do business or own property. To the extent the General Partner determines such action to be necessary or appropriate, the General Partner shall file amendments to and restatements of the Certificate of Limited Partnership and do all things to maintain the Partnership as a limited partnership (or a partnership or other entity in which the limited partners have limited liability) under the laws of the State of Delaware or of any other state in which the Partnership may elect to do business or own property. Subject to the terms of Section 3.4(a), the General Partner shall not be required, before or after filing, to deliver or mail a copy of the Certificate of Limited Partnership, any qualification document or any amendment thereto to any Limited Partner.

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