Director Cause definition

Director Cause means (i) a final conviction of a felony involving moral turpitude or (ii) willful misconduct that is materially and demonstrably injurious economically to the Company.

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Director Cause means (i) for any breach of Employee’s duty of loyalty to the Company or such subsidiary or the stockholders thereof; (ii) an acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law; or (iii) for any transaction from which Employee derived an improper personal benefit. For purposes of this Agreement, the existence of Director Cause shall be effective only upon delivery to Employee of a certified copy of a resolution of the Board, adopted by the affirmative vote of a majority of the entire membership of the Board following a meeting at which Employee was given an opportunity to be heard on at least five (5) business days’ advance written notice, finding that Employee was guilty of the conduct constituting Director Cause, and specifying the particulars thereof.

Director Cause means, with respect to a Director’s removal from the Board, the Director’s (i) continuing failure, for more than 10 days after the Company’s written notice to the Director thereof, to perform such duties as a Director as are reasonably requested by the Company; (ii) failure to observe material policies generally applicable to Directors unless such failure is capable of being cured and is cured within 10 days of the Director receiving written notice of such failure; (iii) failure to cooperate with any internal investigation of the Company or any of its Subsidiaries; (iv) commission of any act of fraud, theft or financial dishonesty with respect to the Company or any of its Subsidiaries or indictment or conviction of any felony; (v) chronic absenteeism; or (vi) abuse of alcohol or another controlled substance.

Examples of Director Cause in a sentence

Notwithstanding the foregoing, any Director may be removed for Director Cause by a Majority in Interest.
Notification and Remedial Measures 29.1The provisions of this Clause 29 (Notification and Remedial Measures) are subject to the provisions of Clause 31 (Effect of Director Cause).
Notwithstanding the foregoing, any ▇▇▇▇▇▇▇ Director may be removed for Director Cause by MRM, and any MRM Director may be removed for Director Cause by ▇▇▇▇▇▇▇ Members holding greater than 50% of the number of Units held by all ▇▇▇▇▇▇▇ Members.
If any MRM Director shall cease for any reason to serve as a Director (including for Director Cause pursuant to Section 3.1(c)(ii)), the vacancy resulting thereby shall be filled by another person designated by MRM.
If any ▇▇▇▇▇▇▇ Director shall cease for any reason to serve as a Director (including for Director Cause pursuant to Section 3.1(c)(ii)), the vacancy resulting thereby shall be filled by another person designated by ▇▇▇▇▇▇▇ Members holding greater than 50% of the number of Units held by all ▇▇▇▇▇▇▇ Members.

More Definitions of Director Cause

Director Cause means either of the following occurring on or after the Termination Date: (x) Executive engaging in an act that has a material adverse impact on the reputation, business, business relationships or financial condition of the Company or any of its affiliates, or (y) Executive’s gross misconduct, material act of dishonesty, or fraud, in each case, in connection with his service to as a director to the Company or a material violation of any policy of the Company applicable to Executive in his capacity as a director during his service following the Termination Date, in the case of each of (x) and (y) above, as determined by the Board in its reasonable good faith discretion, and which has not been cured after written notice to Executive, and a reasonable opportunity to be heard by the Board, which cure shall be determined in the Board’s reasonable good faith discretion; provided, that the foregoing shall only apply to actions by Executive in his individual capacity and shall not apply to actions of Parent or the Buyer.

Director Cause means (i) a final conviction of a felony involving moral turpitude or (ii) willful misconduct