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. (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) 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 Purchasers and Stockholders 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. If the Common Director shall cease to serve as a director for any reason, the Designating Common Holders may designate a successor Common Director and each of the Purchasers and Stockholders 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 Common Director is duly elected as a director. If the CSH Director shall cease to serve as a director for any reason and CSH then has the right to designate a Nominee for elections as a director pursuant to Section 2(c), then CSH may designate a successor CSH Director and each of the Purchasers and Stockholders 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 CSH Director is duly elected as a director.
(b) If a Nominating Purchaser notifies the other Purchasers that it desires to remove its Nominee as a director, each of the other Purchasers 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. If the Designating Common Holders notify the Purchasers and Stockholders that they desire to remove the Common Director as a director, each of the Purchasers and Stockholders 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 Common Director is duly removed as a director. If CSH notifies the Purchasers and Stockholders that it desires to remove the CSH Director as a director and CSH then has the right to designate a Nominee for elections as a director pursuant to Section 2(c), each of the Purchasers and Stockholders 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 CSH Director is dub removed as a director.
(c) If (i) 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 an Investor nominee to the Board (hereinafter, an "Investor Nominee") shall cease to serve as a director for any reason, the Investor shall have the right to designate a successor Investor Nominee and the Company and the Founder shall use their respective reasonable best efforts to ensure that such successor Investor Nominee is duly appointed or elected as a director. If Investor notifies the Founder that it desires to remove its Investor Nominee as a director, the Company and the Founder shall use their respective reasonable best efforts to ensure that such Investor Nominee is duly removed as a director. If Investor notifies the Company that it desires to remove its Investor Nominee as a director and/or designate a successor Investor Nominee in a manner that requires the vote of the Company's stockholders, the Company shall, at the request of Investor, 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 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.
Successor Directors. Successor directors shall be elected each year at the annual meeting of members of the Corporation. The election of directors may also be conducted by mail in such a manner as determined by the Board of Directors.
