Termination and Replacement of Executive Officers. The Board of Directors may require any officer (other than the Chief Executive Officer) that is provided by the Manager to be an executive officer (or otherwise perform the duties of an executive officer) of the Company be relieved of his duties with respect to, and no longer perform any of the Management Services for, the Company for any reason not prohibited by Applicable Laws. Such officer may continue to be employed by the Manager but shall no longer provide any Management Services hereunder. The Board of Directors may require the Chief Executive Officer be relieved of his duties with respect to, and no longer perform any of the Management Services for, the Company if the Board of Directors determines the Chief Executive Officer is not performing the tasks and duties associated with his office with the skill, diligence and care of a chief executive officer of a similarly situated company. The Chief Executive Officer may continue to be employed by the Ship Manager, as the case may be, but shall no longer provide the Management Services hereunder. Except in the case of termination for cause, the Ship Manager shall not terminate the Chief Executive Officer without the prior consent of Company, not to be unreasonably withheld. In the case of termination for cause, the Ship Manager shall provide prior notice to the Company of the termination to the extent that prior notice is practicable in the circumstances. If any officer that is made available to the Company by the Manager or the Ship Manager, as the case may be, resigns, is terminated or otherwise vacates his office, the Manager shall, as soon as practicable after acceptance of any resignation or after termination, use reasonable best efforts to identify suitable candidates for replacement of such officer for the approval by the Board of Directors. The Manager and the Company shall use reasonable best efforts to minimize interruption in the performance of the duties of the officer.
Appears in 3 contracts
Samples: Management Agreement, Management Agreement (Seaspan CORP), Management Agreement (Seaspan CORP)
Termination and Replacement of Executive Officers. 5.3.1 The Board of Directors may require any officer (other than the Chairman, the Chief Executive Officer, the President and Chief Operating Officer and the Chief Financial Officer) that is provided by the Manager to be an executive officer (or otherwise perform the duties of an executive officer) of the Company be relieved of his duties with respect to, and no longer perform any of the Management Services serve as management for, the Company for any reason not prohibited by Applicable Laws. Such officer may continue to be employed by the Manager but shall no longer provide any Management Services hereunder. serve as management of the Company.
5.3.2 The Board of Directors may require the Chief Executive Officer, the President and Chief Operating Officer or the Chief Financial Officer be relieved of his duties with respect to, and no longer perform any of serve as chief executive officer, president and chief operating officer or chief financial officer, as the Management Services forcase may be, for the Company if the Board of Directors determines the Chief Executive Officer, President and Chief Operating Officer or Chief Financial Officer, as the case may be, is not performing the tasks and duties associated with his office with the skill, diligence and care of a chief executive officer officer, president and chief operating officer, chief financial officer, as the case may be, of a similarly situated company. The Chief Executive Officer, President and Chief Operating Officer or Chief Financial Officer, as the case may be, may continue to be employed by the Ship Manager, but shall no longer serve as chief executive officer, president and chief operating officer or chief financial officer, as the case may be, but shall no longer provide the Management Services hereunder. Except in the case of termination for cause, the Ship Manager shall not terminate the Chief Executive Officer without the prior consent of Company, not to be unreasonably withheld. In the case of termination for cause, the Ship Manager shall provide prior notice to the Company of the termination to the extent that prior notice is practicable in the circumstances. Company.
5.3.3 If any officer that is made available to the Company by the Manager or the Ship Manager, as the case may be, resigns, is terminated or otherwise vacates his office, the Manager shall, as soon as reasonably practicable after acceptance of any resignation or after termination, use commercially reasonable best efforts to identify suitable candidates for replacement of such officer for the approval by the Board of Directors. The Manager and the Company shall use commercially reasonable best efforts to minimize interruption in the performance of the duties of the such officer.
Appears in 2 contracts
Samples: Management Agreement (Energy Infrastructure Merger CORP), Management Agreement (Energy Infrastructure Merger CORP)
Termination and Replacement of Executive Officers. The Board of Directors may require that any officer (other than the Chief Executive Officer) that is provided by the Manager to be an executive officer (or otherwise perform the duties of an executive officer) of the Company be relieved of his duties with respect to, and no longer perform any of the Management Services for, the Company for any reason not prohibited by Applicable Laws. Such officer may continue to be employed by the Manager but shall no longer provide any Management Services hereunder. The Board of Directors may require that the Chief Executive Officer be relieved of his duties with respect to, and no longer perform any of the Management Services for, the Company if the Board of Directors determines determines, that the Chief Executive Officer is not performing the tasks and duties associated with his office with the skill, diligence and care of a chief executive officer of a similarly situated company. The Chief Executive Officer may continue to be employed by the Ship Manager, as the case may be, Manager but shall no longer provide the Management Services hereunder. Except in the case of termination for cause, the Ship Manager shall will not terminate the Chief Executive Officer without the prior consent of Company, not to be unreasonably withheld. In the case of termination for cause, the Ship Manager shall will provide prior notice to the Company Manager of the termination to the extent that prior notice is practicable in the circumstances. If any officer that is made available to the Company by the Manager or the Ship Manager, as the case may be, resigns, is terminated or otherwise vacates his office, the Manager shall, as soon as practicable after acceptance of any resignation or after termination, use reasonable best efforts to identify suitable candidates for replacement of such officer for the approval by the Board of Directors. The Manager and the Company shall will use reasonable best efforts to minimize interruption in the performance of the duties of the officer.
Appears in 2 contracts
Samples: Management Agreement (Seaspan CORP), Management Agreement (Seaspan CORP)