Directorships Clause Samples

Directorships. (a) Actel agrees that the Board and all applicable committees of the Board will take all actions necessary and appropriate to: (1) nominate ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, with any replacement director appointed pursuant to Section 3(b) below as applicable (the “Replacement Appointees,” the “2009 Settlement Directors”), for election to the Board at the 2010 Annual Meeting (other than in the case of such person’s refusal to serve or if such person has committed an act that would be grounds for removal from the Board for cause, in which case the Ramius Group will have the right to designate and substitute another person or persons, subject to prompt reasonable evaluation and determination by the Nominating Committee of the Board (the “Nominating Committee”) in good faith after exercising its fiduciary duties that such candidate has business experience in such areas as would reasonably be expected to enhance the Board, consistent with Actel’s guidelines relating to director qualifications and Board composition), together with up to five (5) other persons to be included in Actel’s slate of nominees for director, with terms expiring at Actel’s 2011 annual shareholder meeting (the “2011 Annual Meeting”); (2) recommend, and reflect such recommendation in Actel’s definitive proxy statement in connection with the 2010 Annual Meeting, that the shareholders of Actel vote to elect the 2009 Settlement Directors as directors of Actel at the 2010 Annual Meeting; (3) use its reasonable efforts to solicit and obtain proxies in favor of the election of the 2009 Settlement Directors at the 2010 Annual Meeting, in the same manner as for the other candidates nominated for election at the 2010 Annual Meeting; and (4) ensure that, while any of the 2009 Settlement Directors remains in office, the Ramius Group will have the right to designate at least one 2009 Settlement Director, subject to compliance with applicable Securities and Exchange Commission (the “SEC”) and Nasdaq corporate governance rules, to serve on each committee and sub-committee of the Board (or any substitutes therefor) now in existence or created after the date hereof. (b) Actel agrees that, during the term of this Agreement, if a 2009 Settlement Director resigns or is otherwise unable to serve as a director or is removed for cause as a director, the Ramius Group will have the right to designate and substitute a person or persons for appointment to the Board as a replacemen...

Directorships. 16.1 The Executive’s office as a director of the Company or any other Group Company is subject to the Articles of Association of the relevant company (as amended from time to time). If the provisions of this agreement conflict with the provisions of the Articles of Association, the Articles of Association will prevail. 16.2 The Executive must resign from any office held in any Group Company if he is asked to do so by the Company. 16.3 If the Executive does not resign as an officer of a Group Company, having been requested to do so in accordance with clause 16.2, the Company will be appointed as his attorney to effect his resignation. By entering into this agreement, the Executive irrevocably appoints the Company as his attorney to act on his behalf to execute any document or do anything in his name necessary to effect his resignation in accordance with clause 16.2. If there is any doubt as to whether such a document (or other thing) has been carried out within the authority conferred by this clause 16.3, a certificate in writing (signed by any director or the secretary of the Company) will be sufficient to prove that the act or thing falls within that authority. 16.4 The termination of any directorship or other office held by the Executive will not terminate the Executive’s employment or amount to a breach of terms of this agreement by the Company. 16.5 During the Employment the Executive will not do anything which could cause him to be disqualified from continuing to act as a director of any Group Company. 16.6 The Executive must not resign his office as a director of any Group Company without the agreement of the Company.

Directorships. 15.1 It is acknowledged by the employee that the Company and any other member of the Novogen Group may require the Employee to serve as a director on the Board of any member to the Novogen Group. 15.2 It is further acknowledged that the Employee shall serve as a director of another member of the Novogen Group as the nominee of the Company, and that the Employee must retire as a director from any such Board forthwith upon his being requested to do so by the Company. 15.3 In the event of the Employee ceasing to be an employee of the Company or member of the Novogen Group, he is deemed to have automatically retired from and vacated his office as a member of the Board of each member of the Novogen Group and the Employee gives an irrevocable authority to the Managing Director or other appointee of the Board to do all things and execute all documents necessary on behalf of the Employee to give effect to the resignations.

Directorships. The Employee shall be entitled to accept positions as director of other corporations, whether such corporations are engaged in the mining industry or not, provided any such directorship is first approved by the Corporation, which approval shall not be unreasonably withheld.

Directorships. 12.1 The Executive (if a director of the Company) shall not be entitled (except with the written consent of the board of directors of the Company) during the continuance of this Agreement to resign his directorship or disqualify himself from holding office as a director. If the Executive is or becomes disqualified from being a director by reason of any order made by any competent court, the Company may terminate the Executive’s employment summarily without compensation. 12.2 Unless the Company otherwise agrees in writing, the Executive shall upon the termination of this Agreement and his employment hereunder for any reason whatsoever without another Agreement being entered into between the parties be deemed with effect from the date of such termination to have resigned any directorship of the Company which he may then hold. The Company is irrevocably authorised by the Executive to appoint someone in his name and on his behalf to sign any documents and to do all things necessary to give effect to his resignation.

Directorships. 15.1 The Company may require the Employee to serve as a director on the board of any member to the Novogen Group. 15.2 If the Employee is required to serve as a director of another member of the Novogen Group as the nominee of the Company the Employee must retire as a director from any such board upon his being requested to do so by the Company. 15.3 If the Employee ceases to be an employee of the Company or a member of the Novogen Group, he is taken to have automatically retired as a director of each member of the Novogen Group. In consideration of the benefits given by this Agreement to the Employee the Employee is taken to have given an irrevocable authority to the Managing Director or other appointee of the Board to do all things and execute all documents necessary on behalf of the Employee to give effect to the resignations.

Directorships. 13.1 The Executive’s office in any Group Company is subject to the Articles of Association of the relevant company (as amended from time to time). If the provisions of this Agreement conflict with the provisions of the Articles of Association, the Articles of Association will prevail. 13.2 The Executive must resign from any office held in any Group Company if asked at any time to do so by the Employer. 13.3 By entering into this Agreement, the Executive irrevocably appoints the Employer as attorney to act in the Executive’s name and on the Executive’s behalf to execute any document or do anything in the Executive’s name necessary to effect the Executive’s resignation in accordance with Clause 13.2. If there is any doubt as to whether such a document (or other thing) has been carried out within the authority conferred by this Clause 13.3, a certificate in writing (signed by any director or the secretary of the Employer) will be sufficient to prove that the act or thing falls within that authority. 13.4 The termination of any directorship or other office held by the Executive will not terminate the Executive’s employment or amount to a breach of terms of this Agreement by the Employer. 13.5 During the Employment the Executive will not do anything which could cause the Executive to be disqualified from continuing to act as a director of any Group Company. 13.6 The Executive must not resign office as a director of any Group Company without the agreement of the Employer.

Directorships. 21.1 The Executive shall accept appointment as a director of the Company and of any such Group Company or other company as the Company may reasonably require in connection with the Executive’s appointment under this Agreement and the Executive shall resign without claim for compensation from office as a director of any such company at any time on request by the Company, which resignation shall not affect the continuance in any way of this Agreement. The Executive shall immediately account to the Company for any director’s fees or other emoluments, remuneration or payments either receivable or received by the Executive by virtue of the Executive’s holding office as such director (or waive any right to the same if so required by the Company). 21.2 Upon the termination of the Executive’s employment with the Company however arising, and for whatsoever reason, the Executive shall, upon the request of the Board, resign without claim for compensation (but without prejudice to any claim the Executive may have for damages for breach of this Agreement) from: (a) office as a director of the Company or of any Group Company or of any other company in which the Executive holds a directorship at the Company’s request; and (b) all offices held by the Executive in any or all of such companies; and (c) all trusteeships held by the Executive of any pension scheme or other trusts established by the Company, any Group Company or any other company with whom the Executive has had dealings as a consequence of the Executive’s employment by the Company. 21.3 Should the Executive fail to resign from office as a director or from any other office or trusteeship in accordance with Clauses 21.1 or 21.2, either during the Executive’s employment, when so requested by the Company, or on its termination, the Company is hereby irrevocably authorised to appoint a person in the Executive’s name and on the Executive’s behalf to execute any documents and to do all things required to give effect to the resignation. 21.4 Save with the prior agreement in writing of the Company, the Executive shall not, during the continuance of this Agreement, resign from any office as a director of the Company, any Group Company or of any other company in which the Executive holds a directorship at the Company’s request or do anything that would cause the Executive to be disqualified from continuing to act as a director.

Directorships. 16.1 The Executive’s office as a director of the Parent or any other Group Company is subject to the Articles of Association or Certificate of Incorporation of the relevant company (as amended from time to time). If the provisions of this Agreement conflict with the provisions of the Articles of Association or Certificate of Incorporation, the Articles of Association or Certificate of Incorporation will prevail. 16.2 The Executive must resign from any office held in any Group Company if he is asked to do so by the Company. 16.3 If the Executive does not resign as an officer of a Group Company, having been requested to do so in accordance with clause 16.2, the Company will be appointed as his attorney to effect his resignation. By entering into this Agreement, the Executive irrevocably appoints the Company as his attorney to act on his behalf to execute any document or do anything in his name necessary to effect his resignation in accordance with clause 16.2. If there is any doubt as to whether such a document (or other thing) has been carried out within the authority conferred by this clause 16.3, a certificate in writing (signed by any director or the secretary of the Company) will be sufficient to prove the act or thing falls within that authority. 16.4 The termination of any directorship or other office held by the Executive will not terminate the Executive’s employment or amount to a breach of terms of this Agreement by the Company. 16.5 During the Employment the Executive will not do anything which could cause him to be disqualified from continuing to act as a director of any Group Company. 16.6 The Executive must not resign his office as a director of any Group Company without the agreement of the Parent.