Written Resignation definition

Written Resignation means a written offer to resign from the Board (including all committees thereof on which such director may serve), addressed to the Chairman of the Board or the lead independent director of the Board, which offer shall be deemed effective upon acceptance by action by a majority of the members of the Board who are not Purchaser Nominated Directors (“Non-Purchaser Directors”). Notwithstanding anything herein to the contrary, if and to the extent any Written Resignation is tendered to the Board pursuant to the requirements of this Section 11, but a majority of the Non-Purchaser Directors does not accept such Written Resignation within ten (10) Business Days following the receipt by the Chairman or lead independent director of such Written Resignation, (y) such Written Resignation shall be deemed to have been affirmatively rejected by the Board and shall no longer be of any force and effect, and (z) from and after such time such director shall no longer be deemed a Purchaser Nominated Director.
Sample 1

Examples of Written Resignation in a sentence

  • If Executive fails to deliver the Written Resignation or fails to execute, or if Executive revokes, the Release, no payments or benefits shall thereafter be made or provided to Executive pursuant to this Agreement, and Executive shall be required to reimburse to the Company any payments or benefits received by Executive pursuant to this Agreement, but Executive’s obligations pursuant to Sections 8 and 9 shall continue in force.

  • Written Resignation of any Chapter Officer or Appointed Staff must be provided to the Secretary and is effective immediately.

  • Cessation of MembershipMembership in the Group shall cease under the following circumstances: (a) Written Resignation - Any member may resign her membership by notice in writing addressed and mailed or delivered to the Secretary of the Group, and upon receipt of such notice by the Secretary, she shall cease to be a member.

  • Additional Directors can be appointed only by unanimous Agreement of all Directors at an Annual Meeting.Replacement of a Director can only occur by Written Resignation or Death of a Director with a Replacement decided by unanimous Agreement of the Remaining Directors.

  • A Developer Board may be created for Developers elected by the members of the Board of Directors until voted off by the Board of Directors or Written Resignation to the board.

Related to Written Resignation

  • Written Request means a request made, in writing, by the Insured to us. All pronouns include either gender unless the context indicates otherwise.

  • Written Resolution means a written (or electronic) solution for a decision making among the Bondholders, as set out in Clause 15.5 (Written Resolutions).

  • Underwritten Registration or “Underwritten Offering” shall mean a Registration in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.

  • Resignation for Good Reason means a Separation as a result of your resignation within 12 months after one of the following conditions has come into existence without your consent:

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

  • Underwritten Registration or Underwritten Offering A registration in which securities of the Company are sold to an underwriter for reoffering to the public.

  • Resignation means a voluntary notice by the employee that they are terminating their service on the date specified;

  • Discharge for Cause means a discharge resulting from Employee having (i) committed any act involving moral turpitude, dishonesty, or fraud that, in the good faith opinion of Company, causes a material harm to Company, (ii) failed or refused to follow legal and reasonable policies or directives established and previously given to Employee in writing by Company, (iii) willfully failed to attend to his duties after ten (10) days prior written notice of failure to so act, (iv) committed acts amounting to gross negligence or willful misconduct to the material detriment of Company, or (v) otherwise materially breached any of the terms or provisions of this Agreement after ten (10) days prior written notice of such material breach and failure to cure such breach. Employee shall be deemed to have been discharged for cause upon delivery to Employee of a "Notice of Termination" stating the "Date of Termination" and specifying the particulars of the conduct justifying discharge for cause. Furthermore, if the Employee is terminated without cause, then the Company agrees, if requested by Employee for the sole purpose of exercising any vested options that Employee has the right to exercise, to loan to the Employee an amount equal to (i) the full exercise price of all vested options that the Employee has the right to exercise less (ii) the par value of such shares as are to be exercised. The terms of the loan shall be that it shall be (a) secured by the stock to be purchased, (b) be otherwise non-recourse to the Employee, (c) bear interest at the prime rate of interest as published from time to time in The Wall Street Journal, and (d) be fully due and payable, principal and interest, two (2) years from the date of termination.

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

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

  • Restricted Appointment means (a) any Appointment for which the applicable Authorizations have not been obtained, and (b) any Appointment for which the maturity date of the applicable Corporate Trust Contract is on or before June 30, 2022.

  • 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.

  • Good Reason means:

  • Without Cause means a termination of the Executive’s employment by the Company other than for a termination for Cause or due to Disability.

  • Resignation Letter means a letter substantially in the form set out in Schedule 8 (Form of Resignation Letter).

  • Vice-Chairman means the Vice Chairman of the Board.

  • absolute majority , of the Committee, means a majority of the committee members currently holding office and entitled to vote at the time (as distinct from a majority of committee members present at a committee meeting);

  • Notice of Termination means a written notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive's employment under the provision so indicated.

  • Appointment Date shall have the meaning specified in Section 9.02(a).

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

  • Termination for Cause means termination because of: (1) Executive's personal dishonesty, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, regulation (other than traffic violations or similar offenses), final cease and desist order or material breach of any provision of this Agreement which results in a material loss to the Institution or the Holding Company, or (2) Executive's conviction of a crime or act involving moral turpitude or a final judgement rendered against Executive based upon actions of Executive which involve moral turpitude. For the purposes of this Section, no act, or the failure to act, on Executive's part shall be "willful" unless done, or omitted to be done, not in good faith and without reasonable belief that the action or omission was in the best interests of the Institution or its affiliates. Notwithstanding the foregoing, 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 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, 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. During the period beginning on the date of the Notice of Termination for Cause pursuant to Section 8 hereof through the Date of Termination, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Institution, the Holding Company or any subsidiary or affiliate thereof, vest. At the Date of Termination, such stock options and related limited rights and any such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Termination for Cause.

  • Executive Secretary means the executive secretary of the board.

  • Notice in writing or written notice means a notice in writing, typed or printed matters sent (unless delivered personally or otherwise proved to have been received) by registered post to the last known private or business address or registered office of the addressee and shall be deemed to have been received in the ordinary course of post, it would have been delivered.

  • A Term's Written Notice means Notice given before the first day of a Term and expiring at the end of that Term. A Term's Written Notice must be given if:

  • Termination Other Than For Cause means termination by the Company of Employee's employment by the Company for reasons other than those which constitute Termination for Cause.

  • Initial appointment means appointment made otherwise than by promotion or transfer;