Conditional Resignation definition

Conditional Resignation means conditional resignations of the members of the applicable Board, each dated as of the Closing Date.
Sample 1Sample 2Sample 3
Conditional Resignation has the meaning assigned to such term in Subsection 6.19(f).
Sample 1
Conditional Resignation has the meaning set forth in Section 4.20(i) hereof.
Sample 1

Examples of Conditional Resignation in a sentence

  • Any director who submits his or her Conditional Resignation pursuant to this provision will not participate in the consideration of the Board of Directors or any committee of the Board of Directors, regarding whether to accept or reject the Conditional Resignation.

  • Notary Public Exhibit Q Conditional Resignation of Managers CONDITIONAL RESIGNATION OF MANAGER , , 200 .

  • On or prior to the date of this Agreement, the Investors shall have caused each of the Investor Nominees to have provided to the Company (or each of the Investor Nominees shall have otherwise provided to the Company) (i) a letter executed by such Investor Nominee (which shall be countersigned by the Company) in the form attached hereto as Exhibit A and (ii) an executed Conditional Resignation Letter.

  • Xxxx, resign as a member of the board of directors of the Company and as a member of each committee of the board of directors of the Company on which I serve as of the Board Determination Date (the “Conditional Resignation”); provided, if as of the Board Determination Date the Holder Ownership Percentage is equal to or greater than 40%, the Conditional Resignation shall be null and void.

  • The Board of Directors may require prospective nominees for election or reelection as director to deliver a Conditional Resignation as a requirement for nomination.

  • Signature Position, if any This is to certify that this Conditional Resignation of Manager was executed in my presence on the date hereof by the party whose signature appears above in the capacity, if any, indicated.

  • Name: Xxxxxxxxxxx Xxxxxx Title: Chief Executive Officer Exhibit D Conditional Resignation FORM OF CONDITIONAL LETTER OF RESIGNATION OF MEMBER OF THE BOARD OF DIRECTORS OF TSR, INC.

  • The appointment of the New SRS Directors will be subject to the execution by such New SRS Directors of the following documents required of all non-executive directors on the Board: (i) the Certification for the Procedures and Guidelines Governing Securities Trades by Company Personnel, (ii) the Majority Voting Conditional Resignation Letter and (iii) a D&O questionnaire (in the Company’s standard form).

  • XXXXX BROTHERS, LLC By: Name: Title: By: Name: Title: SDW INVESTMENTS, LLC By: Name: Title: By: Name: Title: EXHIBIT A Conditional Resignation of Director [●], 201[●] Approach Resources Inc.

  • Xxxx Title: Senior Portfolio Manager By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Portfolio Manager & Vice President Capital Investments EXHIBIT A Conditional Resignation of Director January 27, 2017 Approach Resources Inc.

Related to Conditional Resignation

  • Resignation Effective Date has the meaning specified in Section 9.06(a).

  • Voluntary Resignation means any Termination by Employee for any reason other than a Constructive Termination.

  • Resignation Letter means a letter substantially in the form set out in Schedule 7 (Form of Resignation Letter).

  • Resignation for Good Reason means Executive’s resignation from all employee positions Executive then holds with the Company within sixty (60) days following any of the following events taken without Executive’s consent, provided Executive has given the Company written notice of such event within thirty (30) days after the first occurrence of such event and the Company has not cured such event within thirty (30) days thereafter:

  • Automatic Termination shall have the meaning set forth in Section 2.3.2.

  • Termination for Cause or "Cause" shall mean termination because of the Executive's personal dishonesty, willful misconduct, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, conviction of a felony with respect to the Bank or the Company or any material breach of this Agreement. For purposes of this Section, no act, or the failure to act, on the Executive's part shall be "willful" unless done, or omitted to be done, in bad faith and without reasonable belief that the action or omission was in the best interest of the Company or its affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths of the members of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to the Executive and an opportunity for him, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, the Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. The Executive shall not have the right to receive compensation or other benefits for any period after Termination for Cause.

  • Termination for Just Cause means termination because of Executive’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of this Agreement.

  • Without Cause Termination or “Terminated Without Cause” means termination of the Executive’s employment by the Company other than due to death, disability, or Termination for Cause.

  • Constructive Termination means:

  • Due Cause means any of the following events:

  • Additional Default means any provision contained in any document or instrument creating or evidencing Indebtedness of the Borrower or any of its Subsidiaries which permits the holder or holders of such Indebtedness to accelerate (with the passage of time or giving of notice or both) the maturity thereof or otherwise requires the Borrower or any of its Subsidiaries to purchase such Indebtedness prior to the stated maturity thereof and which either (i) is similar to any Default or Event of Default contained in Article VIII of this Agreement, or related definitions in Section 1.1 of this Agreement, but contains one or more percentages, amounts or formulas that is more restrictive or has a xxxxxxx xxxxx period than those set forth herein or is more beneficial to the holder or holders of such other Indebtedness (and such provision shall be deemed an Additional Default only to the extent that it is more restrictive or more beneficial) or (ii) is different from the subject matter of any Default or Event of Default contained in Article VIII of this Agreement, or related definitions in Section 1.1 of this Agreement.

  • Voluntary Termination for Good Reason means that the Executive voluntarily terminates his employment after any of the following are undertaken without Executive’s express written consent:

  • Voluntary Termination means termination by the Employee of the Employee's employment with the Company, excluding termination by reason of Employee's death or disability as described in Sections 2.5 and 2.6.

  • Good Reason Termination means a termination of employment or service initiated by the Participant upon or after a Change of Control upon one or more of the following events:

  • Notice of Termination for Good Reason shall have the meaning set forth in Section 1(t).

  • Termination for Good Reason means a Termination of Employment by Executive for a Good Reason.

  • Event of Withdrawal has the meaning assigned to such term in Section 11.1(a).

  • Constructive Termination Without Cause means the termination of the Executive’s employment at his initiative after, without the Executive’s prior written consent, one or more of the following events:

  • Disability Effective Date means the date on which termination of employment becomes effective due to Disability.

  • Effective Termination Date has the meaning set forth in Section 10(b) hereof.