Scopia Appointee Replacements Sample Clauses

Scopia Appointee Replacements. In the event the Scopia Appointee (or any Scopia Replacement Director) is unable or unwilling to serve as a director and ceases to be a director, resigns as a director or is removed as a director or ceases to be a director for any other reason (including as the result of a failure to receive the requisite number of votes at the 2018 Annual Meeting) prior to the expiration of the Standstill Period, and at such time (or at any time thereafter prior to the expiration of the Standstill Period) Scopia beneficially owns (which at any measurement time during the Standstill Period shall include a combination of Scopia’s economic and beneficial ownership (as determined under Rule 13d-3 under the Exchange Act) of shares of Common Stock as of such time) at least the lesser of 2.5 % of the Company’s then outstanding shares of Common Stock and 6,668,261 shares of Common Stock (subject to adjustment for stock splits, reclassifications, combinations and similar adjustments) (such lesser amount the “Scopia Minimum Ownership Threshold”), subject to the terms of this Section 1(a)(iv), with respect to the Scopia Appointee, Scopia shall have the ability to recommend a substitute Scopia Appointee using the same process as for the initial appointment of the Scopia Appointee set forth in Section 1(a)(ii) (a “Scopia Replacement Director”). Subject to NYSE rules and applicable law, upon a Scopia Replacement Director’s appointment to the Board, the Board and all applicable committees and subcommittees of the Board shall take all necessary actions to appoint such Scopia Replacement Director to any applicable committee of the Board of which the replaced director was a member immediately prior to such director’s resignation. Subject to NYSE rules and applicable law, until such time as any Scopia Replacement Director is appointed to any applicable committee, one of the other Appointed Directors (as designated by Scopia) will serve as an interim member of such applicable committee. Any Scopia Replacement Director designated pursuant to this Section 1(a)(iv) to replace the Scopia Appointee or a Scopia Replacement Director prior to the mailing of the Company’s definitive proxy statement for the 2018 Annual Meeting, shall stand for election at the 2018 Annual Meeting together with the Company’s other nominees.