Successor Directors. (i) If the First Director ceases to serve as a member of the Board prior to the Expiration Date due to death or disability, Xxxxxx shall be entitled to select another individual to be appointed to the Board (a “First Director Successor”) following the same process under which Xxxxxx suggested, and the Company vetted, from a pool of candidates to mutually identify the First Director. The First Director Successor shall be independent of each of the Company and Xxxxxx, shall qualify as “independent” under the Nasdaq Listing Rules, the SEC rules and regulations and the guidelines of the Company’s independent registered public accounting firm, and have qualifications, experience and industry expertise that are substantially similar to the First Director (or any First Director Successor) being replaced. The Company shall take all necessary actions to promptly appoint such First Director Successor to the Board and the applicable committee(s), subject to the approval (not to be unreasonably withheld) of the Nominating and Corporate Governance Committee of the Board, after conducting a good faith and customary process consistent with the Board’s fiduciary duties (and who satisfies the Company Policies applicable to all directors). All references to “First Director,” for purposes of this Agreement, shall be deemed references to the First Director Successor that replaced the applicable First Director in the event that a First Director Successor is appointed.
(ii) If the Second Director ceases to serve as a member of the Board prior to the Expiration Date, the Company and Xxxxxx shall cooperate in good faith to agree upon another individual to be appointed to the Board (a “Second Director Successor” and, each of the First Director Successor and the Second Director Successor, a “Successor Director”) following the Second Director Process. The Company shall take all necessary actions to promptly appoint such Second Director Successor to the Board and the applicable committee(s). All references to “Second Director,” for purposes of this Agreement, shall be deemed references to the Second Director Successor that replaced the applicable Second Director in the event that a Second Director Successor is appointed.
(iii) If the First Director Successor proposed by Xxxxxx is rejected for the permitted reasons described in this Section 1(i), Xxxxxx shall be entitled to continue proposing persons as replacement successors to the Board and any such replacement successor shall be pr...
Successor Directors. A Director may be removed from the Board of Directors at any time, with or without cause, by the affirmative vote of a Supermajority in Interest of the Members. A Director may resign from the Board of Directors at any time without prejudice to any rights of the Company or any Member as against the resigning Director, by giving written notice to the Members. If a Director dies, dissolves, resigns or becomes otherwise unwilling or unable to act as a Director and if no successor Director has been selected as provided in this Agreement, one or more successor Directors shall be selected by the vote of a Supermajority in Interest of the Members. Each successor Director shall have all the rights and responsibilities of its predecessors. It is the intent of this provision to provide for effective continuity of management of the Company.
Successor Directors. If a person who has been elected as a director pursuant to a designation under Section 1.1(b)(i), 1.1(b)(ii) or 1.1(b)(iii) above shall cease to serve as a director for any reason, the persons or entities who had the right to designate such person as a director under Section 1.1(b)(i), 1.1(b)(ii) or 1.1(b)(iii) above (the “Nominating Party”), shall have the right to designate a successor nominee and each of the other parties hereto who or which are entitled under the Company’s Certificate of Incorporation to vote or act by written consent with respect to the election of such successor nominee as a director shall vote or cause to be voted, or execute or cause to be executed a written consent with respect to, all Voting Shares in favor of such successor nominee. If a person who has been elected as a director under Section 1.1(b)(iv) above shall cease to serve as a director for any reason, the Board of Directors shall promptly designate the Company’s most senior executive officer who is an employee of the Company as a successor nominee and each of the other parties hereto who or which are entitled under the Company’s Certificate of Incorporation to vote or act by written consent with respect to the election of such successor nominee as a director shall vote or cause to be voted, or execute or cause to be executed a written consent with respect to, all Voting Shares in favor of such successor nominee. If a person who has been elected as a director under Section 1.1(b)(v) above shall cease to serve as a director for any reason, the Board of Directors shall promptly designate a successor nominee and each of the other parties hereto who or which are entitled under the Company’s Certificate of Incorporation to vote or act by written consent with respect to the election of such successor nominee as a director shall vote or cause to be voted, or execute or cause to be executed a written consent with respect to, all Voting Shares in favor of such successor nominee. Except as provided herein, a director designated under Section 1.1(b)(i), 1.1(b)(ii), 1.1(b)(iii) or 1.1(b)(v) above may be removed during his or her term of office, with or without cause, by and only by the affirmative vote or written consent of those Nominating Parties that had the right to designate the director (or the Board of Directors in the case of a director nominated under Section 1.1(b)(v)). A director designated under Section 1.1(b)(iv) shall not be removed so long as such director remains (a) ...
Successor Directors. For the purpose of all of Section 9, a successor of a director shall mean any person who is elected or nominated for election to the Board by a majority of the directors of Victory who are either directors of Victory on the date of this Agreement or who are themselves successors as defined in this sentence.
Successor Directors. If a Nominee shall cease to serve as a director for any reason, the party which designated such person shall have the right to designate a successor Nominee and the parties shall use their best efforts to ensure that such successor Nominee is duly elected as a director, including causing its nominees who are directors so to vote. If a party notifies the other parties that such party desires to remove a director who serves as such party's Nominee, the parties shall use their best efforts to ensure that, consistent with Delaware law and the by-laws of Xplor, that such director is duly removed as a director, if possible, or that a meeting of stockholders of Xplor is promptly called for the purpose of electing a new management slate of directors consistent with the designations of the parties to this Agreement.
Successor Directors. If a Nominee shall cease to serve as a director for any reason, the Nominating Purchaser which designated such Nominee shall have the right to designate a successor Nominee and each of the other Stockholders shall use its best efforts to ensure that such successor Nominee is duly elected as a director. If a Nominating Purchaser notifies the other Stockholders that it desires to remove its Nominee as a director, each of the other Stockholders shall use its best efforts to ensure that such Nominee is duly removed as a director. If the CEO/Director ceases to be the Chief Executive Officer of the Company for any reason, each Stockholder shall use its best efforts to ensure that such person is promptly removed as a director and that the newly appointed Chief Executive Officer is elected as a director. If the Additional Director ceases to be a director for any reason, a successor may be designated in the manner set forth in Section 3(b) and each Stockholder shall use its best efforts to ensure that such successor is duly elected as a director. If Drs. Tsien and Zuker jointly (or, pursuant to the last sentence of Section 3, the holders of a majority of the outstanding Common Stock of the Company) desire to remove the Additional Director as a director, each of the Stockholders shall use its best efforts to ensure that such member is duly removed as a director. If a Nominating Purchaser notifies the Company that it desires to remove its Nominee as a director and/or designate a successor Nominee or if Drs. Tsien and Zuker jointly (or, pursuant to the last sentence of Section 3, the holders of a majority of the outstanding Common Stock of the Company) notify the Company that they desire to remove the Additional Director as a director and/or designate a successor, the Company shall, upon request, use its best efforts to ensure that a meeting of stockholders of the Company is promptly called for such purpose.
Successor Directors. The Company shall use ------------ ------------------- its reasonable efforts, for so long as the New Directors are directors of the Company pursuant to this Agreement, to cause each person nominated by the Board of Directors of the Company or the Nominating Committee to become a director of the Company to agree to be bound by the provisions of this Agreement to the same extent as the present directors are expressly bound by the terms hereof.
Successor Directors a) If any PubliGroupe Nominee shall cease to serve as a director for any reason, PubliGroupe shall have the right to designate a successor PubliGroupe Nominee, and the Stockholders shall promptly take such action as is necessary to elect the designated successor Nominee.
b) If any Real Media Nominee shall cease to serve as a director for any reason, Real Media Europe shall have the right to designate a successor Real Media Nominee, and the Stockholders shall promptly take such action as is necessary to elect the designated successor Nominee.
c) If (i) PubliGroupe notifies RMSA that it desires to remove any of the PubliGroupe Nominees, or (ii) Real Media Europe notifies RMSA that it desires to remove a Real Media Nominee, the Stockholders of RMSA shall promptly take such action as is necessary to effect such removal and to elect any successor Nominee which has been designated in accordance with Section 2 above.
Successor Directors. In the event that, during the three year term of their service on the Board, Xxxxxx or Paulini or any other individual serving as a director pursuant to Section 1(b) (or any of their respective successors pursuant to this Section 1(c)) resigns, dies or becomes disabled and, as a result, no longer serves on the Board, then, in such event, the Board will only consider individuals to fill such vacancy that have been proposed by HCC and, subject to the right and obligation of the Board to appoint the individual to fill such vacancy, the Board will not unreasonably withhold its approval of any individual proposed by HCC to fill such vacancy; provided such individual otherwise satisfies the qualifications for service on the Board and no Regulatory Authority objects to such person so proposed such that such person may not serve on the Board. HCC will be entitled to propose another person(s) in place of the person(s) to whom the Board reasonably objects or to whom a Regulatory Authority objects.
Successor Directors. (a) If a Nominee shall cease to serve as a director for any reason, the Nominating Purchaser which designated such Nominee shall have the right to designate a successor Nominee and each of the other parties hereto shall use its best efforts (including by voting (or executing a written consent with respect to) all Shares which it is entitled to vote) to ensure that such successor Nominee is duly elected as a director.
(b) If a Nominating Purchaser notifies the other parties hereto that it desires to remove its Nominee as a director, each of the other parties hereto shall use its best efforts (including by voting (or executing a written consent with respect to) all Shares which it is entitled to vote) to ensure that such Nominee is duly removed as a director.
(c) If a Nominating Purchaser notifies the Company that it desires to remove its Nominee as a director and/or designate a successor Nominee, then the Company shall, at the request of such Nominating Purchaser, use its best efforts to ensure that a meeting of stockholders of the Company, or holders of the Series A Preferred, as applicable, is promptly called for such purpose.
