Examples of Applicable Director in a sentence
Following the effectiveness of an Applicable Director’s resignation letter pursuant to this Section 5, SRS shall no longer be entitled to recommend for appointment to the Board any Replacement for such Applicable Director and (ii) the Company shall not be obligated to nominate such Applicable Director or any Replacement thereof (as applicable) for election to the Board at any meeting of stockholders at which directors are to be elected occurring after such time.
Step 2 If the matter is not resolved informally, the aggrieved employee or the Union shall reduce the grievance to writing and present it, in person or electronically, to the Applicable Director or designee within fifteen (15) work days of the event giving rise to the grievance.
The Company acknowledges that Xx. Xxxxx does not satisfy clause (iii) of the definition of Applicable Director Criteria and agrees that such non-satisfaction (to the extent previously disclosed to the Board in Xx. Xxxxx’x director and officer questionnaire submitted in connection with the 2020 Annual Meeting) shall not preclude Xx. Xxxxx from serving as an Applicable Director under this Agreement.
If SRS elects to change the Vice Chairman or the committee positions on which an Applicable Director serves, SRS shall provide written notice furnishing the name of the Person being replaced, the name of the Person to be appointed, and setting forth the positions in which the new appointee will serve.
No Applicable Director that is (or is appointed to be) a member of the Board prior to the 2023 Annual Meeting shall be removed from or (except in the limited circumstances specifically set forth in Section 1(e)) required to resign from the Board prior to the 2023 Annual Meeting.
In the event that at any time the number of director designated by Peers pursuant to Section 1.2 is more than the Applicable Director Number, Peers shall take all action necessary to cause such number of its designees to resign as directors such that the number of director designated by Peers pursuant to Section 1.2 is not more than the Applicable Director Number.
The Company shall promptly appoint the Applicable Director to the designated positions so long as, in the case of any committee appointments, such Applicable Director satisfies the applicable stock exchange listing requirements for serving on such committee.
The Company shall appoint the Replacement to the Board unless (i) the Board, in good faith, upon the advice of outside legal counsel, determines that appointing the proposed director would be inconsistent with its fiduciary duties under applicable law or (ii) the Replacement fails to satisfy the Applicable Director Criteria.
Any vacancy on the Board of Directors of a director designated by Peers pursuant to Section 1.2 shall be filled by Peers in the manner allowed by applicable law and as provided in the Company’s Certificate of Incorporation and the Company’s Bylaws, consistent with the provisions of Section 1.2, but only if, after the filling of such vacancy, the number of directors designated by Peers will be no more than the Applicable Director Number.
Maximum superelevation is 4%, unless approved by the Applicable Director.