Common use of Further Effect of Termination on Board and Officer Positions Clause in Contracts

Further Effect of Termination on Board and Officer Positions. If your employment ends for any reason, you agree that you will cease immediately to hold any and all officer or director positions you then have with the Company, absent a contrary direction from the Holdings Board (which may include either a request to continue such service or a direction to cease serving upon notice). You hereby irrevocably appoint the Company to be your attorney-in-fact to execute any documents and do anything in your name to effect your ceasing to serve as a director and officer of the Company, should you fail to resign following a request from the Company to do so. You will not be required to sign, and the Company will not sign on your behalf without your consent, documents effecting your ceasing to serve as a director that characterize your cessation of employment differently than the manner in which it is effected through Section 6 above. A written notification signed by a director or duly authorized officer of the Company that any instrument, document or act falls within the authority conferred by this subsection will be conclusive evidence that it does so. The Company will prepare any documents, pay any filing fees, and bear any other expenses related to this Section.

Further Effect of Termination on Board and Officer Positions. If your employment ends for any reason, you agree that you will cease immediately to hold any and all officer or director positions you then have with the Company, absent a contrary direction from the Holdings Board (which may include either a request to continue such service or a direction to cease serving upon notice). You hereby irrevocably appoint the Company to be your attorney-in-fact to execute any documents and do anything in your name to effect your ceasing to serve as a director and officer of the Company, should you fail to resign following a request from the Company to do so. You will not be required to sign, and the Company will not sign on your behalf without your consent, documents effecting your ceasing to serve as a director that characterize your cessation of employment differently than the manner in which it is effected through Section 6 above. A written notification signed by a director or duly authorized officer of the Company that any instrument, document document, or act falls within the authority conferred by this subsection will be conclusive evidence that it does so. The Company will prepare any documents, pay any filing fees, and bear any other expenses related to this SectionSection 6(f).

Further Effect of Termination on Board and Officer Positions. If your the Executive’s employment ends for any reason, you agree the Executive agrees that you he will cease immediately to hold any and all officer or director positions you he then have has with the CompanyCompany or any affiliate, absent a contrary direction from the Holdings Board (which may include either a request to continue such service or a direction to cease serving upon notice). You The Executive hereby irrevocably appoint appoints the Company to be your his attorney-in-fact to execute any documents and do anything in your his name to effect your his ceasing to serve as a director and officer of the CompanyCompany and any affiliate, should you he fail to resign following a request from the Company Board to do so. You The Executive will not be required to sign, and the Company will not sign on your his behalf without your his consent, documents effecting your his ceasing to serve as a director that characterize your his cessation of employment differently than the manner in which it is effected through Section 6 above. 7 hereof.1 A written notification signed by a director or duly authorized officer of the Company that any instrument, document or act falls within the authority conferred by this subsection will be conclusive evidence that it does so. The Company will prepare any documents, pay any filing fees, and bear any other expenses related to this Section.

Further Effect of Termination on Board and Officer Positions. If your the Executive’s employment ends for any reason, you agree the Executive agrees that you he will cease immediately to hold any and all officer or director positions you he then have has with the CompanyCompany or any affiliate, absent a contrary direction from the Holdings Board (which may include either a request to continue such service or a direction to cease serving upon notice). You The Executive hereby irrevocably appoint appoints the Company to be your his attorney-in-fact to execute any documents and do anything in your his name to effect your his ceasing to serve as a director and officer of the CompanyCompany and any affiliate, should you he fail to resign following a request from the Company Board to do so. You The Executive will not be required to sign, and the Company will not sign on your his behalf without your his consent, documents effecting your his ceasing to serve as a director that characterize your his cessation of employment differently than the manner in which it is effected through Section 6 abovehereof. A written notification signed by a director or duly authorized officer of the Company that any instrument, document or act falls within the authority conferred by this subsection will be conclusive evidence that it does so. The Company will prepare any documents, pay any filing fees, and bear any other expenses related to this Section.

Further Effect of Termination on Board and Officer Positions. If your employment ends for any reasonreason (except pursuant to Section 6(e)), you agree that you will cease immediately to hold any and all officer or director positions you then have with the CompanyCompany or any affiliate, absent a contrary direction from the Holdings Board (which may include either a request to continue such service or a direction to cease serving upon notice), except to the extent that you reasonably and in good faith determine that ceasing to serve as a director or officer would breach your fiduciary duties to the Company or such affiliate. You hereby irrevocably appoint the Company to be your attorney-in-fact attorney to execute any documents and do anything in your name to effect your ceasing to serve as a director and officer of the CompanyCompany and any affiliate, should you fail to resign following a request from the Company Board to do so. You will not be required to sign, and the Company will not sign on your behalf without your consent, documents effecting your ceasing to serve as a director that characterize your cessation of employment differently than the manner in which it is effected through Section 6 above. A written notification signed by a director or duly authorized officer of the Company that any instrument, document or act falls within the authority conferred by this subsection will be conclusive evidence that it does so. The Company will prepare any documents, pay any filing fees, and bear any other expenses related to this Sectionsection.

Further Effect of Termination on Board and Officer Positions. If your employment ends for any reason, reason you agree that you will cease immediately to hold any and all officer or director positions you then have with the Company, Company absent a contrary direction from the Holdings HMS Board (which may include either a request to continue such service or a direction to cease serving upon notice). You hereby irrevocably appoint the Company to be your attorney-in-attorney in fact to execute any documents and do anything in your name to effect your ceasing to serve as a director and officer of the Company, Company should you fail to resign following a request from the Company to do so. You will not be required to sign, sign and the Company will not sign on your behalf without your consent, consent documents effecting your ceasing to serve as a director that characterize your cessation of employment differently than the manner in which it is effected through Section 6 above. A written notification signed by a director or duly authorized officer of the Company that any instrument, instrument document or act falls within the authority conferred by this subsection will be conclusive evidence that it does so. The Company will prepare any documents, documents pay any filing fees, fees and bear any other expenses related to this Section.