Resignations and Replacements. (a) If at any time a member of the Board resigns (pursuant to this Section 2.05 or otherwise) or is removed in accordance with applicable law or Hexcel's by-laws, a new member shall be designated to replace such member until the next election of directors. If consistent with Section 2.02 the replacement director is to be an Investor Director, the party that designated such Investor Director shall designate the replacement Investor Director. Except as set forth in paragraph (c) below, if consistent with Section 2.02, the replacement director is to be a Non-Investor Director, such Non-Investor Director (including the Chairman of the Board if he or she is a Non-Investor Director) shall be designated in accordance with the terms of this Agreement.
(b) Subject to paragraph (c) below, if at any time the number of Investor Nominees entitled to be nominated to the Board in accordance with this Agreement in an election of directors presented to stockholders would decrease, within 10 days thereafter the Investors shall cause a sufficient number of Investor Directors to resign from the Board so that the number of Investor Directors on the Board after such resignation(s) equals the number of Investor Nominees that the Investors would have been entitled to designate had an election of directors taken place at such time. The Investors shall also cause a sufficient number of Investor Directors to resign from any relevant committees of the Board so that such committees are comprised in the manner contemplated by Section 2.04 after giving effect to such resignations. Any vacancies created by the resignations required by this Section 2.05(b) shall be filled by Independent Directors.
(c) If at any time the percentage of the Total Voting Power of Hexcel Beneficially Owned by the Investors decreases as a result of an issuance of Voting Securities by Hexcel (other than any of the issuances described in the last sentence of this Section 2.05(c)), the Investors may notify Hexcel that the Investors intend to acquire a sufficient amount of additional Voting Securities in accordance with this Agreement necessary to maintain their then current level of Board representation within 90 days. In such event, until the end of such period (and thereafter if the Investors in fact restore their percentage of the Total Voting Power of Hexcel during such period and provided that the Investors continue to maintain the requisite level of Beneficial Ownership of Voting Securities in accordance wit...
Resignations and Replacements. Subject to Section 2.02, Section 2.03(b) and Section 2.05, if a Stockholder Director ceases to serve as a Director for any reason, the vacancy created by such Director ceasing to serve shall be filled by the affirmative vote of a majority of the remaining Directors then in office with an individual designated by the Stockholder.
Resignations and Replacements. (a) If any Stockholder Director is removed or otherwise ceases to serve as a Director for any reason other than in accordance with the Certificate of Designation (a "Departing Stockholder Director") or Section 2.01(b) or 2.02(c), the parties hereto each shall use its best efforts to cause the vacancy created by such Director ceasing to serve to be filled by a Stockholder Director who shall serve out the remaining term of the Departing Stockholder Director, after which time, such Stockholder Director position shall be filled according to Section 2.01(b).
(b) If any Xxxxx Director is removed or otherwise ceases to serve as a Director for any reason (a "Departing Xxxxx Director") other than in accordance with Section 2.01(c) or 2.02(d), the parties hereto each shall use its best efforts to cause the vacancy created by such Director ceasing to serve to be filled by an Xxxxx Director who shall serve out the remaining term of the Departing Xxxxx Director, after which time, such Xxxxx Director position shall be filled according to Section 2.01(c).
(c) In the event that at any time any Stockholder Director is elected or appointed to the Board pursuant to Section 2.01(b) and the number of Stockholder Directors is greater than the number of Directors that the Stockholders have the right to designate by virtue of Section 2.01(b) of this Agreement, then that excess number of Stockholder Directors (starting with any Class A Director that is a Stockholder Director or, in the event that no Stockholder Director is a Class A Director, starting with the Stockholder Director with the longest remaining term of office) shall be deemed to have resigned immediately upon the occurrence of such event such that the remaining number of Stockholder Directors, if any, conform to the provisions of this Agreement, and the Stockholders or Xx. Xxxxx, as the case may be, shall take all action promptly to effect the resignation or removal of such Director. The parties hereto each shall use its best efforts to cause the vacancy created by such Stockholder Director ceasing to serve to be filled by an Independent individual recommended by the Nominating Committee and approved by the Board or, in the case of a Class A Director, to be filled by a designee of Xx. Xxxxx.
(d) In the event that at any time any Xxxxx Director is elected or appointed to the Board pursuant to Section 2.01(c) and the number of Xxxxx Directors is greater than the number of Directors that Xx. Xxxxx has the right to design...
Resignations and Replacements. In the event that the candidate is a beneficiary of any other type of similar scholarship in the period between the VHIR grant deadline and the six months after the grant is awarded, he/she must resign from the VHIR scholarship, which will be awarded to the first reserve candidate. The beneficiary of the grant must give written notice to the address xxxxx@xxxx.xxx in order to interrupt the VHIR grant. Same procedure must be followed in case of voluntary resignation for any other matter. Failure to comply with this obligation will result in the loss of the grant and the inherent benefits, and will generate the right of VHIR to require the candidate to refund the inappropriately paid amounts. If the resignation occurs within 6 months from the start of the pre-doctoral contract, the Evaluation Committee may agree to substitute the candidate in accordance with the order of the final list.
Resignations and Replacements. 7 2.03. Rights of Estate of Xx. Xxxxx .................................8 2.04. Committees Generally; Nominating Committee ....................8 2.05. Meetings; Budget; Board Fees and Expenses .....................9 2.06.
Resignations and Replacements. (a) If a Stockholder Director ceases to serve as a Director for any reason (a "Departing Stockholder Director"), the Company shall take all action necessary to ensure that the vacancy created by such Departing Stockholder Director shall be filled by an individual designated by the Stockholder (which designee shall be to the reasonable satisfaction of the Company), which individual shall serve out the remaining term of the Departing Stockholder Director as a Stockholder Director.
(b) In the event that at any time the Stockholder shall no longer be entitled to designate Directors pursuant to Section 2.01, then the Stockholder Directors shall be deemed to have resigned immediately upon the occurrence of such event and the Company and the Stockholder shall take all action promptly to effect the resignation or removal of such Directors.
Resignations and Replacements. If at any time a member of the Board resigns or is removed, a new member shall be designated to replace such member until the next election of directors. If, consistent with Section 2.3, the replacement director is to be a Morgxx Xxxector, Morgxx Xxxociates shall designate the replacement Morgxx Xxxector.
Resignations and Replacements. Subject to Section 5.10, if any Investor Director ceases to serve as a Director for any reason, the Investor shall have the sole right to nominate an individual to fill the vacancy created by such Director; provided, that such individual shall only be elected to the Board in accordance with the provisions of the Charter and Bylaws, any applicable Laws and this Agreement.
Resignations and Replacements. (a) If at any time a member of the Board resigns (pursuant to this Section 3.04 or otherwise) or is removed, a new member shall be designated to replace such member until the next election of directors. If consistent with Section 3.02 the replacement director is to be an Investor Director, the Investors shall designate the replacement Investor Director.
(b) If at any time the percentage of the Voting Power beneficially owned by the Investors decreases to a point at which the number of Investor Nominees entitled to be nominated to the Board in accordance with this Agreement in an election of directors presented to shareholders would decrease, within 10 days thereafter the Investors shall use all reasonable efforts to cause a sufficient number of Investor Directors to resign from the Board so that the number of Investor Directors on the Board after such resignation(s) equals the number of Investor Nominees that the Investors would have been entitled to designate had an election of directors taken place at such time.
Resignations and Replacements. (a) As long as SFIC Holdings has the right pursuant to the first sentence of Section 3.2(a) to designate a Director, subject to Section 3.2, Section 3.3(b), and Section 3.5, if a KPC Designee ceases to serve as a Director for any reason, SFIC shall exercise all authority under applicable law to cause the vacancy created by such Director ceasing to serve to be filled by the affirmative vote of a majority of the remaining Directors then in office, through the appointment of another KPC Designee.
(b) In the event that, on the date of any election of Directors by shareholders of SFIC, (A)(i) the KPC Ownership Percentage is less than 12.5% and equal to or greater than 7.5% and (ii) the aggregate number of KPC Designees on the Board on such date (immediately prior to such election) exceeds two, then the number of KPC Designees on the Board exceeding two shall be deemed to have resigned effective as of such date (immediately prior to such election) such that the remaining number of KPC Designees is two, and (B)(i) the KPC Ownership Percentage is less than 7.5% and (ii) the aggregate number of KPC Designees on the Board on such date (immediately prior to such election) exceeds one, then the number of KPC Designees on the Board exceeding one shall be deemed to have resigned effective as of such date (immediately prior to such election) such that the remaining number of KPC Designees is one, and, in each case, SFIC Holdings shall take all action to promptly designate the KPC Designee(s) required to resign and effect such resignation.
