Retiring Directors Sample Clauses

Retiring Directors. To the extent permissible under applicable law, including, but not limited to, legal duties or obligations of directors of corporations incorporated under Iowa law, the Board, and all applicable committees of the Board, shall take all necessary actions to accept the retirements of two (2) incumbent members of the Board who have each served as directors of the Board for at least five years in their capacities as directors of the Board and such retirements shall be effective as of the conclusion of the 2025 Annual Meeting.

Retiring Directors. The Board has received and duly accepted the irrevocable retirements, effective as of the Board Reconstitution Time, of A▇▇▇▇▇ ▇. ▇▇▇▇▇▇, G▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, L▇▇▇▇▇ ▇. ▇▇▇▇▇, B▇▇ ▇▇▇▇▇▇, C▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and T▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (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;

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in favor of a Covered Person immediately prior to Closing, Buyer shall ensure that such provisions are not amended, repealed or modified following Closing in any manner that would affect adversely the rights of any such Covered Person in respect of Pre-Closing Events.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 ...

Retiring Directors. 28 5.5 INTELLECTUAL PROPERTY...........................................28 5.6 AGREEMENT NOT TO COMPETE........................................28 5.7 PRE-CLOSING ACCESS..............................................30 5.8

Retiring Directors. Each of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ shall retire from the Board and not stand for re-election at the 2025 Annual Meeting. Following his retirement from the Board, ▇▇. ▇▇▇▇▇▇ shall serve as a consultant to the Company until September 25, 2025, and shall receive a one-time payment not to exceed $90,000, payable in a lump sum on the date of the 2025 Annual Meeting.

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.

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.

Retiring Directors. The Board and all applicable committees of the Board shall take or have taken all actions necessary, effective immediately upon the execution of this Agreement, to accept the retirements of ▇▇▇▇ ▇▇▇▇ ▇▇. and ▇▇▇▇ ▇▇▇▇▇▇ from the Board. The Company hereby represents that ▇▇▇▇ ▇▇▇▇ ▇▇. and ▇▇▇▇ ▇▇▇▇▇▇ have each submitted, or shall no later than the date hereof submit, letters of resignation to the Board that will become effective immediately upon the execution of this Agreement.

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.