Common use of Successor Directors Clause in Contracts

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 promptly appointed to the Board (subject to the Board’s right to reject such person’s candidacy as First Director Successor for the permitted reasons described in this Section 1(i)). The onboarding of the First Director Successor will be through a reasonable and customary process no more onerous, burdensome or time consuming than the process for onboarding any other director to the Board, and there will be no procedure, policy or other obstacle implemented with the intent or effect of prejudicing the First Director Successors ability to timely join the Board. The Company shall exercise reasonable best efforts, in cooperation with Xxxxxx, to ensure that any First Director Successor is found independent by the relevant regulatory entities. (iv) Notwithstanding any of the foregoing, Xxxxxx shall not take any action, direct or indirect, to cause either Newly Appointed Director to cease serving as a director, and the rights with respect to the designation of a Successor Director described herein shall be subject to Xxxxxx having aggregate beneficial ownership of at least three percent (3%) of the shares of the common stock of the Company, par value $0.001 per share (“Common Stock”), outstanding at such time (provided, that for purposes of such calculation, the total outstanding shares of Common Stock as of the date of such determination shall be deemed to be the lesser of (1) the aggregate number of shares of Common Stock outstanding as of the date hereof or (2) the aggregate number of shares of Common Stock outstanding as of the date of such determination (in each case, as equitably adjusted for any combinations, splits, recapitalizations or similar actions)).

Appears in 2 contracts

Samples: Cooperation Agreement (eHealth, Inc.), Cooperation Agreement (Hudson Executive Capital LP)

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Successor Directors. (ia) If the First Director ceases any PubliGroupe Nominee shall cease to serve as a member of director for any reason, PubliGroupe shall have the Board prior right to the Expiration Date due to death or disability, Xxxxxx shall be entitled to select another individual to be appointed to the Board (designate a “First Director Successor”) following the same process under which Xxxxxx suggestedsuccessor PubliGroupe Nominee, and the Company vetted, from a pool Board of candidates Directors shall promptly take such action as is necessary to mutually identify elect 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 appointeddesignated successor Nominee. (iib) If the Second Director ceases any Founder Nominee shall cease to serve as a member director for any reason, the Founders owning at least a majority of the Board prior total number of Shares then held by the Founders shall have the right to the Expiration Datedesignate a successor Founder Nominee, 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 Directors shall promptly take such action as is necessary to elect 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 appointeddesignated successor Nominee. (iiic) If (i) PubliGroupe notifies the First Director Successor proposed by Xxxxxx is rejected for the permitted reasons described in this Section 1(i), Xxxxxx shall be entitled Company that it desires to continue proposing persons as replacement successors to the Board and any such replacement successor shall be promptly appointed to the Board (subject to the Board’s right to reject such person’s candidacy as First Director Successor for the permitted reasons described in this Section 1(i)). The onboarding of the First Director Successor will be through a reasonable and customary process no more onerous, burdensome or time consuming than the process for onboarding any other director to the Board, and there will be no procedure, policy or other obstacle implemented with the intent or effect of prejudicing the First Director Successors ability to timely join the Board. The Company shall exercise reasonable best efforts, in cooperation with Xxxxxx, to ensure that any First Director Successor is found independent by the relevant regulatory entities. (iv) Notwithstanding remove any of the foregoing, Xxxxxx shall not take any action, direct or indirect, to cause either Newly Appointed Director to cease serving PubliGroupe Nominees as a director, or (ii) the Founders owning at least a majority of the total number of Shares then held by the Founders notify the Company that they desire to remove a Founder Nominee, the Board of Directors of the Company 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 Sections 3(a) or (b) above . (d) If the rights with respect CEO Nominee shall cease to be the designation Chief Executive Officer of the Company for any reason, the Board of Directors shall have the right to remove the CEO Nominee as a director of the Company by the affirmative vote of a Successor majority of the remaining members of the Board of Directors. If the CEO Nominee shall cease to serve as a director for any reason, the Board of Directors of the Company shall elect a replacement CEO Nominee or an additional Independent Director, as a majority of the remaining members of the Board of Directors shall determine. (e) If any Independent Director described herein Nominee shall cease to serve as a director for any reason, the Board of Directors of the Company shall promptly elect the replacement Independent Director Nominee which is designated by a majority vote of the remaining members of the Board of Directors. If at the time of election of the replacement Independent Director Nominee there are fewer than two Independent Director Nominees who are non-United States residents, then such replacement shall be subject a non-United States resident unless otherwise consented to Xxxxxx having aggregate beneficial ownership by PubliGroupe. Each Independent Director Nominee elected under this clause (e) shall continue to serve until such Independent Director Nominee resigns or is removed as a Director in accordance with the terms of this Agreement (f) An Independent Director Nominee may be removed only by the vote or consent of at least three percent (3%) 75% of the shares entire Board of Directors. If an Investor, or the common stock of the Company, par value $0.001 per share (“Common Stock”), outstanding at such time (provided, that for purposes of such calculation, the total outstanding shares of Common Stock as of the date of such determination shall be deemed to be the lesser of (1) the aggregate number of shares of Common Stock outstanding as of the date hereof or (2) the aggregate number of shares of Common Stock outstanding as of the date of such determination (in each case, as equitably adjusted for any combinations, splits, recapitalizations or similar actions)).Founders

Appears in 1 contract

Samples: Stock Purchase Agreement (Real Media Inc)

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Successor Directors. (ia) If the First Director ceases any PubliGroupe Nominee shall cease to serve as a member of director for any reason, PubliGroupe shall have the Board prior right to the Expiration Date due to death or disability, Xxxxxx shall be entitled to select another individual to be appointed to the Board (designate a “First Director Successor”) following the same process under which Xxxxxx suggestedsuccessor PubliGroupe Nominee, and the Company vetted, from a pool Board of candidates Directors shall promptly take such action as is necessary to mutually identify elect 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 appointeddesignated successor Nominee. (iib) If the Second Director ceases any Founder Nominee shall cease to serve as a member director for any reason, the Founders owning at least a majority of the total number of Shares then held by the Founders shall have the right to designate a successor Founder Nominee, and the Board of Directors shall promptly take such action as is necessary to elect the designated successor Nominee. (c) If the Advance Nominee, if any, shall cease to serve as a director for any reason, Advance shall have the right to designate a successor Advance Nominee and the Board of Directors shall promptly take such action as is necessary to elect the designated successor Nominee. (d) If (i) PubliGroupe notifies the Company that it desires to remove any of the PubliGroupe Nominees, or (ii) the Founders owning at least a majority of the total number of Shares then held by the Founders notify the Company that they desire to remove a Founder Nominee, or (iii) Advance notifies the Company that it desires to remove the Advance Nominee, if any, the Board of Directors of the Company 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 Sections 2(a)-(c) above . (e) If the CEO Nominee shall cease to be the Chief Executive Officer of the Company for any reason, the Board of Directors shall have the right to remove the CEO Nominee as a director of the Company by the affirmative vote of a majority of the remaining members of the Board prior of Directors. If the CEO Nominee shall cease to the Expiration Dateserve as a director for any reason, the Board of Directors of the Company and Xxxxxx shall cooperate in good faith to agree upon another individual to be appointed to elect a replacement CEO Nominee or an Independent Director which is designated by a majority vote of the remaining members of the Board of Directors. (f) Except as provided in Section 2(b), if any Independent Director Nominee shall cease to serve as a “Second Director Successor” anddirector for any reason, each the Board of Directors of the First Company shall as soon as practicable elect the replacement Independent Director Successor and Nominee which is designated by a majority vote of the Second remaining members of the Board of Directors. If at the time of election of the replacement Independent Director SuccessorNominee there are fewer than two Independent Director Nominees who are non-United States residents, then such replacement shall be a “Successor non-United States resident unless otherwise consented to by PubliGroupe. Each Independent Director Nominee elected under this clause (f) shall continue to serve until such Independent Director Nominee resigns or is removed as a Director in accordance with the terms of this Agreement. (g) Except as provided in Section 2(b), an Independent Director Nominee may be removed only by the vote or consent of at least 75% of the entire Board of Directors. If an Investor, or the Founders owning at least a majority of the total number of Shares then held by the Founders, notify the Company that it or they desire to remove an Independent Director”) following , the Second Director Process. The Board of Directors of the Company shall take all such action as may be 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 promptly appointed to the Board (subject to the Board’s right to reject such person’s candidacy as First Director Successor for the permitted reasons described in this Section 1(i)). The onboarding of the First Director Successor will be through a reasonable and customary process no more onerous, burdensome or time consuming than the process for onboarding any other director to the Board, and there will be no procedure, policy or other obstacle implemented with the intent or effect of prejudicing the First Director Successors ability to timely join the Board. The Company shall exercise reasonable best efforts, in cooperation with Xxxxxx, to ensure that any First Director Successor is found independent by the relevant regulatory entities. (iv) Notwithstanding any a meeting of the foregoing, Xxxxxx shall not take any action, direct or indirect, to cause either Newly Appointed Director to cease serving as a director, and Board of Directors is promptly called for the rights with respect to the designation purpose of a Successor Director described herein shall be subject to Xxxxxx having aggregate beneficial ownership of at least three percent (3%) of the shares of the common stock of the Company, par value $0.001 per share (“Common Stock”), outstanding at voting upon such time (provided, that for purposes of such calculation, the total outstanding shares of Common Stock as of the date of such determination shall be deemed to be the lesser of (1) the aggregate number of shares of Common Stock outstanding as of the date hereof or (2) the aggregate number of shares of Common Stock outstanding as of the date of such determination (in each case, as equitably adjusted for any combinations, splits, recapitalizations or similar actions))removal.

Appears in 1 contract

Samples: Stock Purchase Agreement (Real Media Inc)

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