Required Resignations Sample Clauses

The Required Resignations clause mandates that certain individuals, typically key employees or officers, must submit their resignations under specified circumstances, such as the closing of a merger or acquisition. In practice, this clause ensures that the resignations are provided in advance or at the request of the acquiring party, often as a condition to finalize the transaction. Its core function is to facilitate a smooth transition of management or control by preemptively addressing potential personnel changes, thereby reducing uncertainty and ensuring the new owners can implement their desired leadership structure.
Required Resignations. Whenever Executive’s employment is terminated, Executive shall immediately tender his resignation as a director and as an officer or other position he shall hold with the Company and any subsidiary or affiliated corporations or entities.
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Required Resignations. On the date when the RIC Ownership Percentage is less than twenty percent (20%) but more than fifteen percent (15%) (the "Board Adjustment Date"), RIC shall, within five (5) Business Days, cause two (2) of the three (3) RIC Directors to resign from the Board of Directors. The parties agree that the two (2) RIC Directors that will be subject to resignation pursuant to the preceding sentence shall be those RIC Directors who have the shortest terms of office then remaining, viz., those RIC Directors who are members of classes that will stand for election at one of the next two annual meetings of LandAmerica's shareholders to be held following the Board Adjustment Date. From and after the Board Adjustment Date, the remaining RIC Director may complete any unexpired term as a director of LandAmerica; provided that, upon the earlier to occur of (i) the date that the RIC Ownership Percentage is less than fifteen percent (15%) or (ii) the expiration of the Preferred Shares Sales Period (as defined in Section 4.1), RIC shall, within five (5) Business Days, cause the remaining RIC Director to resign from the Board of Directors. In the event that the RIC Ownership Percentage is reduced from over twenty percent (20%) to less than fifteen percent (15%) such that there is no Board Adjustment Date, RIC shall, within five (5) Business Days, cause all three (3) of the RIC Directors to resign from the Board of Directors. In the event of any decrease in the RIC Ownership Percentage to below such twenty percent (20%) and fifteen percent (15%) thresholds, any subsequent increase in the RIC Ownership Percentage to or above such twenty percent (20%) and fifteen percent (15%) thresholds (i) shall not entitle RIC to reinstate, elect or designate any RIC Directors to the Board of Directors or any committee thereof, and (ii) with respect to any increase to or above such twenty percent (20%) threshold, shall constitute a breach of this Agreement. If RIC does not cause the resignation of the applicable number of RIC Directors within such five (5) Business Day period, LandAmerica may seek such resignation or, in the alternative, the Continuing Directors may seek the removal of the RIC Directors that are subject to such resignation. Upon any shareholder vote relating to the removal of a RIC Director for failure to resign pursuant to this Section 2.6, RIC and its Affiliates shall (i) attend any meeting either in person or by proxy and (ii) vote in favor of such removal. At such time as a ...
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Required Resignations. 1. The following directors shall resign from the Board of Directors of the Company: a. ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ b. ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ c. ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ d. Mr.
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Required Resignations. (a) Upon the earlier of the Hobey Termination and th▇ ▇▇piration of the Consulting Agreement, LLC shall, if requested by OPS, require Hobey to resign immediatel▇ ▇▇▇m the Board of Directors. (b) In the event that the Hobey Termination occurs ▇▇ ▇r before December 17, 1998, LLC shall, if requested by OPS, require Settle to resign immediately from the Board of Directors. (c) If LLC does not cause the resignation of a LLC Director as required by this Section 2.3, OPS may seek such resignation or, in the alternative, the Continuing Directors may seek the removal of the LLC Directors that are subject to such resignation. Upon any shareholder vote relating to the removal of a LLC Director for failure to resign pursuant to this Section 2.3, LLC and its Affiliates shall (i) attend any meeting either in person or by proxy and (ii) vote in favor of such removal. At such time as a LLC Director becomes subject to resignation pursuant to this Section 2.3, OPS may amend its Bylaws or take such other action as it deems appropriate to reduce the number of directors constituting the Board of Directors proportionately or fill the vacancy caused by such resignation with its own nominee in accordance with the applicable provisions of the Charter and Bylaws of OPS.
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Related to Required Resignations

  • Deemed Resignations Any termination of Executive’s employment shall constitute an automatic resignation of Executive as an officer of Company and each affiliate of Company, an automatic resignation of Executive from the Board and from the board of directors or similar governing body of any affiliate of Company, and an automatic resignation from the board of directors or similar governing body of any corporation, limited liability company or other entity in which Company or any affiliate holds an equity interest and with respect to which board or similar governing body Executive serves as Company’s or such affiliate’s designee or other representative.

  • Deemed Resignation Upon termination of Executive’s employment for any reason, Executive shall be deemed to have resigned from all offices and directorships, if any, then held with the Company or any of its subsidiaries.

  • Director Resignations The Company shall use its reasonable best efforts to cause to be delivered to Parent resignations executed by each director of the Company in office as of immediately prior to the Effective Time and effective upon the Effective Time.

  • Amendment; Resignation This Agreement may be altered or amended only with the written consent of the parties hereto. The Escrow Agent (and any successor escrow agent) at any time may be discharged from its duties and obligations hereunder by the delivery to it of a notice of termination signed by the Company, or at any time the Escrow Agent may resign by giving written notice to such effect to the Issuer. Upon any such termination or resignation, the Escrow Agent shall deliver the Escrowed Amounts or the Fund to any successor escrow agent jointly designated by the other parties hereto in writing, or to any court of competent jurisdiction if no such successor escrow agent is agreed upon, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with this Escrow Agreement. The termination of services or resignation of the Escrow Agent shall take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day that is 30 days after the date of delivery: (A) to the Escrow Agent of the other parties’ notice of termination or (B) to the other parties hereto of the Escrow Agent’s written notice of resignation. If at that time the Escrow Agent has not received a designation of successor escrow agent, the Escrow Agent’s sole responsibility after that time shall be to keep the Escrowed Amounts or the Fund safe until receipt of a designation of a successor escrow agent or a joint written disposition instruction by the other parties hereto or an enforceable order of a court of competent jurisdiction. Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer for any expenses incurred in connection with its resignation, transfer of the Fund to a successor escrow agent or distribution of the Fund pursuant to this Section 6.

  • Termination and Resignation Your services as a Director may be terminated for any or no reason by the determination of the Board. You may also terminate your services as a Director for any or no reason by delivering your written notice of resignation to the Company (“Resignation”), and such Resignation shall be effective upon the time specified therein or, if no time is specified, upon receipt of the notice of resignation by the Company. Upon the effective date of the termination or Resignation, your right to compensation hereunder will terminate subject to the Company's obligations to pay you any compensation that you have already earned and to reimburse you for approved expenses already incurred in connection with your performance of your Duties as of the effective date of such termination or Resignation.