Replacement Designee Clause Samples
Replacement Designee. Subject to the terms of this Agreement, during the Restricted Period, if the Legion Designee is no longer serving on the Board for any reason (other than in the circumstances described in paragraph 8), then, as promptly as practicable, Legion will have the right to identify a new independent director to replace the Legion Designee for the remainder of the Legion Designee’s term (a “Replacement Designee”). The Replacement Designee must (a) be considered “independent” under applicable rules of the Securities and Exchange Commission (the “SEC”) and the rules of any stock exchange on which securities of Company are listed; (b) possess relevant skillsets; (c) be reasonably acceptable to the Board; and (d) comply with Company’s procedures (as in effect from time to time) for director candidates (including the full completion of a directors and officers questionnaire, undergoing a customary background check, and participating in interviews with, as requested, the members of the Nominating and Corporate Governance Committee (including any successor committee) of the Board and the Board). The Board will use its reasonable best efforts, in good faith and consistent with its fiduciary duties, to approve or deny any candidate for Replacement Designee and, upon approval of the Replacement Designee (such approval not to be unreasonably withheld, conditioned or delayed), to promptly appoint the Replacement Designee to the Board. In the event the Board declines to approve a candidate for Replacement Designee, then Legion may propose one or more additional candidates to be the Replacement Designee and the process described in this paragraph 3 will continue until a Replacement Designee is approved by the Board. If any Replacement Designee constitutes a Restricted Person (as defined below), then prior to being appointed to the Board, the Replacement Designee will execute a joinder to this Agreement with Company agreeing to be bound by this Agreement in such person’s capacity as a member of the Legion Group. Upon becoming a member of the Board, the Replacement Designee will be deemed to be the Legion Designee for all purposes of this Agreement.
Replacement Designee. The Company covenants and agrees that, in the event that the director referred to in Section 6.8 is not re-elected or otherwise ceases to serve as a director at any time that ▇▇▇▇▇▇▇ owns at least 5% of the Company’s outstanding common stock (calculated after giving effect to the full conversion of any shares of Redeemable Convertible Preferred Stock then held by ▇▇▇▇▇▇▇ and full exercise of any Warrants then held by ▇▇▇▇▇▇▇, in each case, without giving effect to any limitations on conversion and/or exercise contained therein), the Company shall take all necessary action to appoint a director designated by ▇▇▇▇▇▇▇ (such individual, the “▇▇▇▇▇▇▇ Designee”) and shall include the ▇▇▇▇▇▇▇ Designee in the Company’s proxy statement for each annual stockholder meeting at which such ▇▇▇▇▇▇▇ Designee is up for election and shall recommend that the Company’s stockholders vote in favor of the ▇▇▇▇▇▇▇ Designee.
Replacement Designee. Subject to the terms of this Agreement, if, during the Restricted Period, the Anson Designee is no longer serving on the Board, and the Anson Group has at all times since the date of this Agreement beneficially owned in the aggregate at least the Minimum Ownership Level (as defined below), then Company and Anson may mutually agree on a replacement director to serve in place of the Anson Designee (a “Replacement Designee”). Upon becoming a member of the Board, the Replacement Designee will be deemed to be the Anson Designee for all purposes of this Agreement.
Replacement Designee. If the Class II Designee or Class III Designee is unable or unwilling to serve as a director, resigns as a director, is removed as a director or ceases to be a director for any other reason (including as the result of a failure to receive the requisite number of votes at the 2019 Annual Meeting or 2020 Annual Meeting) prior to the Expiration Time, and at such time the Sonic Parties beneficially own a “net long position” of at least 2% of the then outstanding shares of common stock of the Company (“Company Common Stock”), then the Sonic Parties and the Company shall cooperate in good faith to select, and the Board shall appoint, within ten business days after the Board has completed a background investigation as to such candidate (provided that the commencement of background investigations shall not be unreasonably delayed), a Qualified Director acceptable to the Company and the Sonic Parties (a “Replacement Designee”) to serve as a director of the Company for the remainder of such former director’s term. In the event the Board declines to approve a candidate for Replacement Designee, the Sonic Parties may propose one or more additional candidates for the Replacement Designee, subject to the above criteria and time periods, until a Replacement Designee is appointed. Effective upon the appointment of such Replacement Designee to the Board, such Replacement Designee shall be considered a Class II Designee or Class III Designee, as applicable for all purposes of this Agreement.