Successor Directors Sample Clauses
POPULAR SAMPLE Copied 15 times
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, ▇▇▇▇▇▇ shall be entitled to select another individual to be appointed to the Board (a “First Director Successor”) following the same process under which ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇, 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 ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ is rejected for the permitted reasons described in this Section 1(i), ▇▇▇▇▇▇ 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 the Vertical R▇▇▇▇▇▇▇▇▇▇▇▇▇ shall cease to serve as a director of the Company for any reason, the Vertical GP shall have the right to designate a successor representative and each Stockholder shall promptly vote all of his voting securities of the Company and otherwise use his best efforts to ensure that such successor representative is duly elected as a director.
Successor Directors. In the event that any of the persons nominated pursuant to Sections 1(b) or (c) is unable or unwilling to serve as a director, then the parties hereto agree to nominate and elect successors as follows:
(i) If the director in question is a nominee of the Investors, then the successor director shall be nominated by the Investors and all of the parties hereto agree to vote in favor of such nominee; and
(ii) If the director in question is a nominee of the Founder then the successor director shall be nominated by the Founder, and all of the parties hereto agree to vote in favor of such nominee. In addition, the Investors and the Founder agree to vote their voting securities for the removal (including removal without cause) of any director upon instructions in writing to such effect from the party that designated such director.
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. 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.
Successor Directors. In the event that, during the three year term of their service on the Board, ▇▇▇▇▇▇ 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.