Common use of Required Resignations Clause in Contracts

Required Resignations. (a) On the earlier of (i) the date when the Holdings Ownership Percentage is less than ten percent (10%), or (ii) the date of any final determination by a court of competent jurisdiction that this Agreement has been breached by PHL, Holdings or their Affiliates, Holdings shall, within five (5) Business Days, use its best efforts to cause the Holdings Designee to resign from (Page 24 of 58 pages) the Board of Directors. In the event of any decrease in the Holdings Ownership Percentage to below such ten percent (10%) threshold, any subsequent increase in the Holdings Ownership Percentage to or above such ten percent (10%) threshold shall not entitle Holdings to reinstate, elect or designate any Holdings Designee to the Board of Directors. If Holdings does not cause the resignation of the Holdings Designee within such five (5) Business Day period, the Company may seek such resignation or, in the alternative, the Continuing Directors may seek the removal of the Holdings Designee. (b) In the event of the disability or termination of employment of Martin L. Vaughan, III under the Employment Agreement between the Coxxxxx xxx Xxxxxx L. Vaughan, III dated May 3, 1999, the Company may request Maxxxx X. Xxxxxxx, III to resign from the Board of Directors. If sucx xxxxxxxxxxx xx not received by the Company within five (5) Business Days from the date of the Company's request for resignation, the Company may seek his removal in accordance with the letter agreement attached hereto as Exhibit A. (c) Upon any shareholder vote relating to the removal of a director for failure to resign pursuant to this Section 2.5, Holdings 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 director becomes subject to resignation pursuant to this Section 2.5, the Board of Directors 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(s) with its own nominee in accordance with the applicable provisions of the Charter and Bylaws of the Company.

Required Resignations. (a) On the earlier of (i) the date when the Holdings Ownership Percentage is less than ten percent (10%), or (ii) the date of any final determination by a court of competent jurisdiction that this Agreement has been breached by PHL, Holdings or their Affiliates, Holdings shall, within five (5) Business Days, use its best efforts to cause the Holdings Designee to resign from (Page 24 of 58 pages) the Board of Directors. In the event of any decrease in the Holdings Ownership Percentage to below such ten percent (10%) threshold, any subsequent increase in the Holdings Ownership Percentage to or above such ten percent (10%) threshold shall not entitle Holdings to reinstate, elect or designate any Holdings Designee to the Board of Directors. If Holdings does not cause the resignation of the Holdings Designee within such five (5) Business Day period, the Company may seek such resignation or, in the alternative, the Continuing Directors may seek the removal of the Holdings Designee. (b) In the event of the disability or termination of employment of Martin L. Vaughan, III under the Employment Agreement between the Coxxxxx Comxxxx xxx Xxxxxx L. X. Vaughan, III dated May 3______________, 1999, the Company may request Maxxxx xxxxxxx Xxxxxx X. XxxxxxxVaughan, III to resign from the Board of Directors. If sucx xxxxxxxxxxx xx Xx xxxx xxxxxxxxxxn is not received by the Company within five (5) Business Days from the date of the Company's request for resignation, the Company may seek his removal in accordance with the letter agreement attached hereto as Exhibit A. (c) Upon any shareholder vote relating to the removal of a director for failure to resign pursuant to this Section 2.5, Holdings 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 director becomes subject to resignation pursuant to this Section 2.5, the Board of Directors 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(s) with its own nominee in accordance with the applicable provisions of the Charter and Bylaws of the Company.

Required Resignations. (a) On the earlier of (i) the date when the Holdings RIC Ownership Percentage is less than ten twenty percent (1020%) but more than fifteen percent (15%) (the "Board Adjustment Date"), or (ii) the date of any final determination by a court of competent jurisdiction that this Agreement has been breached by PHL, Holdings or their Affiliates, Holdings RIC shall, within five (5) Business Days, use its best efforts to cause two (2) of the Holdings Designee three (3) RIC Directors to resign from the Board of Directors. The parties agree that the two (Page 24 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 58 pagesoffice 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 Holdings RIC Ownership Percentage to below such ten twenty percent (1020%) thresholdand fifteen percent (15%) thresholds, any subsequent increase in the Holdings RIC Ownership Percentage to or above such ten twenty percent (1020%) threshold and fifteen percent (15%) thresholds (i) shall not entitle Holdings RIC to reinstate, elect or designate any Holdings Designee RIC Directors to the Board of DirectorsDirectors 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 Holdings RIC does not cause the resignation of the Holdings Designee applicable number of RIC Directors within such five (5) Business Day period, the Company LandAmerica may seek such resignation or, in the alternative, the Continuing Directors may seek the removal of the Holdings Designee. (b) In the event of the disability or termination of employment of Martin L. Vaughan, III under the Employment Agreement between the Coxxxxx xxx Xxxxxx L. Vaughan, III dated May 3, 1999, the Company may request Maxxxx X. Xxxxxxx, III RIC Directors that are subject to resign from the Board of Directorssuch resignation. If sucx xxxxxxxxxxx xx not received by the Company within five (5) Business Days from the date of the Company's request for resignation, the Company may seek his removal in accordance with the letter agreement attached hereto as Exhibit A. (c) Upon any shareholder vote relating to the removal of a director RIC Director for failure to resign pursuant to this Section 2.52.6, Holdings 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 director RIC Director becomes subject to resignation pursuant to this Section 2.52.6, the Board of Directors LandAmerica 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(s) with its own nominee in accordance with the applicable provisions of the Charter and Bylaws of the CompanyLandAmerica.

Required Resignations. (a) On the earlier of (i) the date when the Holdings Ownership Percentage is less than ten percent (10%), or (ii) the date of any final determination by a court of competent jurisdiction that this Agreement has been breached by PHL, Holdings or their Affiliates, Holdings shall, within five (5) Business Days, use its best efforts to cause the Holdings Designee to resign from (Page 24 of 58 pages) the Board of Directors. In the event of any decrease in the Holdings Ownership Percentage to below such ten percent (10%) threshold, any subsequent increase in the Holdings Ownership Percentage to or above such ten percent (10%) threshold shall not entitle Holdings to reinstate, elect or designate any Holdings Designee to the Board of Directors. If Holdings does not cause the resignation of the Holdings Designee within such five (5) Business Day period, the Company may seek such resignation or, in the alternative, the Continuing Directors may seek the removal of the Holdings Designee. (b) In the event of the disability or termination of employment of Martin L. VaughanXxxxxx X. Xxxxxxx, III under the Employment Agreement between the Coxxxxx xxx Company and Xxxxxx L. VaughanX. Xxxxxxx, III dated May 3, 1999, the Company may request Maxxxx Xxxxxx X. Xxxxxxx, III to resign from the Board of Directors. If sucx xxxxxxxxxxx xx such resignation is not received by the Company within five (5) Business Days from the date of the Company's request for resignation, the Company may seek his removal in accordance with the letter agreement attached hereto as Exhibit A. (c) Upon any shareholder vote relating to the removal of a director for failure to resign pursuant to this Section 2.5, Holdings 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 director becomes subject to resignation pursuant to this Section 2.5, the Board of Directors 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(s) with its own nominee in accordance with the applicable provisions of the Charter and Bylaws of the Company.