Retiring Directors Sample Clauses

Retiring Directors. The Board, and all applicable committees of the Board, shall take all necessary actions to accept the retirements of (i) Xx. Xxxxx in his capacity as a director of the Board, and such retirement shall be effective as of the 2022 Annual Meeting, such that Xx. Xxxxx shall not be nominated by the Board for re-election to the Board at the 2022 Annual Meeting; and (ii)
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Retiring Directors. The Board has received and duly accepted the irrevocable retirements, effective as of the Board Reconstitution Time, of Axxxxx X. Xxxxxx, Gxxxxxx X. Xxxxxxxxxx, Lxxxxx X. Xxxxx, Bxx Xxxxxx, Cxxxxx X. Xxxxxxx and Txxxxx X. Xxxxxxx (the “Retiring Directors”). These retirement confirmations have been duly executed and delivered to the Company (with copies provided to Mantle Ridge) and are in the form set forth in Exhibit A;
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Retiring Directors. The Board, and all applicable committees of the Board, shall take all necessary actions to accept the retirements of three (3) incumbent members of the Board in their capacities as directors of the Board and such retirements shall be effective as of the conclusion of the 2024 Annual Meeting.
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Retiring Directors. At the next annual general meeting of the Company Purchaser shall obtain for those Directors and Managing Directors in the Company who have resigned or been replaced in connection with this transaction continued coverage on a claims made basis until the expiration of the applicable statue of limitations for such claims by the Company's existing Directors and Officers liability insurance, or, failing that, grant discharge from liability for their administration from the Closing Date to the date of their resignation or replacement; provided, however, that the auditors of the Company in their reports for the relevant period do not recommend against such discharge.
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Retiring Directors. (a) Buyer shall procure that, promptly after Closing, the Group Companies notify the Finnish Patent and Registration Office regarding the resignations set out in Section 7.2(a)(viii) and the appointments and other resolutions set out in 7.2(a)(ix). (b) At the next annual general meeting of the Company and each of the other Group Companies, Buyer undertakes to procure that the current directors of the Company and the other Group Companies who have resigned on or before the Closing Date are granted discharge from liability for their administration up to the Closing Date (or the earlier date of their resignation), save for situations where the director is guilty of fraud or willful misconduct, and provided that the respective auditors of the Company and the other Group Companies do not recommend against such discharge. (c) Provided that the directors referred to above have been discharged from liability and subject to the statutory limitations of such discharge, Buyer undertakes not to make, and undertakes to procure that the Company and the other Group Companies do not make, any claims (other than for fraud, gross negligence or criminal acts) against directors of the Company and the other Group Companies in office prior to the Closing Date for their acts or omissions in their capacity as board members that took place on or before the Closing Date, save for situations where the director is guilty of fraud, gross negligence or willful misconduct.
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Retiring Directors. 28 5.5 INTELLECTUAL PROPERTY...........................................28 5.6 AGREEMENT NOT TO COMPETE........................................28 5.7 PRE-CLOSING ACCESS..............................................30 5.8
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Retiring Directors. At the next annual general meeting of the Company, Buyer shall take any and all action necessary to provide that those directors and managing directors of the Company and its Subsidiaries who have resigned or been replaced in connection with this transaction are granted discharge from liability for their management and administration until the Closing Date (or earlier date of their resignation or replacement); provided, however, that the auditors of the Company in their reports for the relevant period do not recommend against such discharge.
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Retiring Directors. The Purchaser undertakes to procure that, at the next annual general meeting of the Company, those members of the board of directors of the Company who have resigned or have been replaced prior to or in connection with Closing are granted discharge from liability for their management and administration until the Closing Date (or the earlier date of their resignation). Furthermore, the Purchaser shall not, and shall cause that the Company does not, make any claims against such directors (in their capacity as (former) directors of the Company) and shall hold each of them harmless against any such claims, save for situations where such individual is guilty of fraud or wilful misconduct.
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Retiring Directors. (a) Buyer undertakes: (i) to procure that, from and after Closing, any person who was at any time prior to Closing an employee, consultant, officer or director of any Group Company (a Covered Person) who have resigned or have been replaced in connection with the transactions contemplated hereunder, are granted discharge (to the fullest extent permitted in accordance with applicable laws) from liability for their management and administration until (and including) the Closing Date or the earlier date of their resignation (other than in respect of a Covered Person’s fraud or wilful misconduct); and (ii) to waive, release and discharge each Covered Person from any and all claims, demands, proceedings, causes of action, orders, obligations and liabilities arising out of any matter, cause or event occurring on or before Closing (other than in respect of a Covered Person’s fraud or wilful misconduct) (a Pre-Closing Event) which each Group Company has or may at any time have had against any Covered Person. (b) To the extent that the memorandum and articles of association (or similar constitutional documents) of a Group Company of which a Covered Person was an employee, officer or director contains any indemnity and/or immunity provisions in favor of a Covered Person immediately prior to Closing, Buyer shall ensure that such provisions are not amended, repealed or modified following Closing in any manner that would affect adversely the rights of any such Covered Person in respect of Pre-Closing Events. (c) For six years from Closing, Buyer shall ensure that each Group Company maintains in force such “run-off” directors’ and officers’ liability insurance policies as will enable each Covered Person to make claims arising out of any Pre-Closing Event under those policies on terms and conditions that are not materially disadvantageous to the Covered Person than the directors’ and officers’ liability insurance policies maintained by the Group Companies as at the date of this Agreement. (d) Furthermore, Buyer and its Affiliates shall not, and shall cause that the Group Companies do not, directly or indirectly, make any claims or demands against such Covered Persons or commence, institute or cause to be commenced, any proceedings of any kind relating to any Pre-Closing Event against any Covered Person and shall hold each of them harmless against any such claims, save for situations where such individual is guilty of fraud or wilful misconduct. (e) The provisions of this ...
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Related to Retiring Directors

  • Continuing Directors The Continuing Directors are the individuals constituting the Board as of the date this Agreement was executed by Kaydon and any subsequent directors whose election or nomination for election by Kaydon’s stockholders was approved by a vote of two-thirds of the individuals who are then Continuing Directors, but specifically excluding any individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as the term is used in Rule 14a-11 of Regulation 14A issued under the Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board.

  • Continuing Director A "Continuing Director" shall mean a Director of the Company who (i) is not an Acquiring Person, an Affiliate or Associate, a representative of an Acquiring Person or nominated for election by an Acquiring Person, and (ii) was either a member of the Board of Directors of the Company on the date of this Agreement or subsequently became a Director of the Company and whose initial election or initial nomination for election by the Company's stockholders was approved by at least two-thirds of the Continuing Directors then on the Board of Directors of the Company.

  • Resignation of Directors A director may resign at any time by delivering written notice to the Board, its Chairman (as hereinafter defined), if any, or the Company. A resignation shall be effective when the notice is delivered unless the notice specifies a later effective date.

  • Alternate Directors (a) Subject to the remainder of this Section 8.12, each Class A Member entitled to nominate one or more Directors shall be entitled to nominate an alternate for each such Director that such Class A Member is entitled to nominate (each such alternate, an “Alternate Director”), who shall be deemed elected as such and shall have the right to serve, act and vote as a Director in the absence of the principal Director from time to time. Such Alternate Director shall be permitted to attend all meetings of the Board even if the principal Director is present at such meetings. If a principal Director is present at a meeting, the Alternate Director for such Director shall attend as an observer, shall not be counted towards the quorum at such meeting, and shall not have the right to act or vote as a Director at such meeting. If a principal Director is not present at a meeting, the Alternate Director for such Director shall attend as a full Director and be entitled to vote and act as a Director at such meeting and shall be counted toward the quorum at such meeting. If a principal Director attends a meeting, is counted toward the quorum, and, thereafter (i) recuses himself or herself from a vote on any particular matter, the Alternate Director for such Director, if present at such meeting, shall be allowed to vote as a Director on such matter, or (ii) leaves such meeting, the Alternate Director for such Director, if present at such meeting, shall sit as a Director for the remainder of such meeting, subject, in each case, to the provisions of Section 8.16 which would prohibit such Alternate Director from voting on a particular matter. (b) If a Class A Member ceases to have the right to nominate a Director as provided in this Agreement, any Alternate Director nominated by such Class A Member shall immediately cease to be an Alternate Director. (c) The Company shall provide to each Alternate Director copies of all notices, board materials, reports, minutes and consents at the time and in the manner as they are provided to the Directors; provided that each Alternate Director shall be subject to the confidentiality obligations set forth in Section 11.1. (d) The provisions of Section 8.4(c), Section 8.4(d) and Section 8.8 shall apply to Alternate Directors, mutatis mutandis, as if the references to Directors therein were references to Alternate Directors. (e) The initial Alternate Directors for the initial principal Directors shall be as set forth on Exhibit B.

  • Chairman of the Board The Chairman of the Board shall preside at all meetings of the Board of Directors and of the unitholders of the MLP; and he shall have such other powers and duties as from time to time may be assigned to him by the Board of Directors.

  • Associate Directors (A) Any person who has served as a director may be elected by the Board of Directors as an associate director, to serve during the pleasure of the Board. (B) An associate director shall be entitled to attend all directors meetings and participate in the discussion of all matters brought to the Board, with the exception that he would have no right to vote. An associate director will be eligible for appointment to Committees of the Company, with the exception of the Executive Committee, Audit Committee and Compensation Committee, which must be comprised solely of active directors.

  • Leave, Board of Directors A nurse who is elected to the Board of Directors of the Ontario Nurses' Association, other than to the office of President, shall be granted upon request such leave(s) of absence as she or he may require to fulfill the duties of the position. Reasonable notice - sufficient to adequately allow the Hospital to minimize disruption of its services shall be given to the Hospital for such leave of absence. Notwithstanding Article 10.04, there shall be no loss of seniority or service for a nurse during such leave of absence. Leave of absence under this provision shall be in addition to the Union leave provided in Article 11.02

  • Resignation as Director Upon the Company’s written request, Executive agrees to promptly resign as a member of the Company’s Board of Directors following any termination of his employment with the Company (or any parent or subsidiary of the Company).

  • Parent Board of Directors The Board of Directors of Parent will take all actions necessary such that two members of Company's Board of Directors reasonably acceptable to Parent, at least one of whom is an independent director of the Company's Board of Directors, shall be appointed to Parent's Board of Directors as of the Effective Time with a term expiring at the next annual meeting of Parent's stockholders.

  • Independent Directors Those Directors who are not “interested persons” of the Company as such term is defined in the 1940 Act.

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