Replacement Director Sample Clauses

Replacement Director. (i) Following the date of this Agreement, if any of the New Directors is unable or unwilling to serve as a director or resigns as a director, then the Atlas Group shall, as long as the Atlas Group is not in material breach of this Agreement (and such material breach has not been cured within ten days after written notice has been delivered by the Company to the Atlas Group of such material breach), have the ability within 30 days of such New Director’s departure from the Board to recommend a substitute person to replace the applicable New Director in accordance with, and subject to, this Section 1(c). (ii) Except as otherwise specified in this Agreement, if a replacement Director (a “Replacement Director”) is appointed to the Board pursuant to this Section 1.1(c), all references in this Agreement to the term “New Director” or “New Directors” will include such Replacement Director, as applicable. (iii) The appointment of any Replacement Director shall be subject to (A) the execution and delivery by such Replacement Director of (x) a fully completed copy of the Company’s standard director and officer questionnaire and other reasonable and customary director onboarding documentation required by the Company in connection with the appointment or election of new Board members, (y) a written acknowledgment that such Replacement Director agrees to be bound by all agreements, policies, codes and guidelines applicable to non-employee directors of the Company, subject to the terms of this Agreement, and (z) the Replacement Director Irrevocable Letter of Resignation in the form attached as Exhibit B hereto, (B) such Replacement Director satisfying the Director Criteria and (C) the Board determining in good faith such Replacement Director to be reasonably acceptable (such determination not to be unreasonably withheld, conditioned or delayed). (iv) The Nominating Committee, acting reasonably and in good faith, shall make its determination and recommendation regarding whether any candidate for Replacement Director so qualifies pursuant to clauses (B) and (C) of Section 1(c)(iii) within five Business Days after such candidate has submitted to the Company the documentation required by Section 1(c)(iii)(A)(x) and, if such candidate does not qualify, shall provide the Atlas Group with a written response detailing the reasons for such determination. If the Nominating Committee does not accept a substitute person recommended by the Atlas Group as a Replacement Director, then t...

Replacement Director. During the Restricted Period (as defined below), if (a) the Designee ceases to be a member of the Board for any reason and (b) at such time the Investors have not disposed of shares such that the Investors no longer beneficially own shares (which shares are determined to be Net Long Shares (as defined below)) representing in the aggregate at least 4.5 percent of Company’s then-outstanding common stock, then SevenSaoi will have the right to identify (and the Board will take all action necessary to promptly appoint) another person reasonably acceptable to the Board (a “Successor Director”) to serve as a director in place of the Designee. Any Successor Director must (i) be qualified to serve as a member of the Board under all applicable corporate governance policies or guidelines of Company and the Board and applicable legal, regulatory and stock market requirements; and (ii) meet the independence requirements with respect to Company of the listing rules of The Nasdaq Stock Market. Upon becoming a member of the Board, the Successor Director will succeed to all of the rights and privileges (including under paragraph 2 and paragraph 3), and will be bound by the terms and conditions, of the Designee under this Agreement. Notwithstanding the foregoing, this paragraph 4 will not be applicable, and Company will have no obligation to appoint a Successor Director, if the circumstances described in paragraph 5(a) or paragraph 5(c) have occurred.

Replacement Director. If an Agreed-Upon Candidate is appointed to the Board and, prior to the expiration of the Voting Period, resigns (other than in accordance with the penultimate sentence of Section 1.2), is removed from the Board or is unable to serve for any reason (any such event, a “Replacement Event”), the foregoing provisions of this Section 1 shall apply to determine a replacement for such Agreed-Upon Candidate (with the 90-day period measured from the date on which the Replacement Event occurs), and any such replacement determined pursuant to such provisions shall be deemed to be an Agreed-Upon Candidate for purposes of this Agreement.

Replacement Director. If either 3TEC or the Major Shareholders is no longer eligible to designate a director or directors to the Board, the Board shall (i) decrease the size of the Board, (i) leave the vacated seat empty, or (iii) appoint a replacement to serve until the next of election of directors by the shareholders of the Company through its normal nominating procedure, and select a nominee to fill the open seat for election by shareholders at the next annual meeting.

Replacement Director. The Company agrees that if, during the Standstill Period (and so long as no Investor has breached its obligations under Section 1, Section 3, Section 4 or Section 9 hereof), the First Additional Class 1 Director (or his or her replacement appointed pursuant to this Section 2(i)) is unable to serve as a director, resigns, or is removed as a director prior to the end of the term of office set forth above (other than on account of (i) the failure of the First Additional Class 1 Director to be elected or re-elected by the stockholders at an annual meeting of the Company’s stockholders or a special meeting of stockholders held in lieu thereof or (ii) the First Additional Class 1 Director not being nominated to serve as a director in accordance with the terms of this Agreement at an annual meeting of the Company’s stockholders or a special meeting of stockholders held in lieu thereof), and at such time the Investor Group beneficially owns in the aggregate at least the lesser of (A) ten percent (10%) of the Company’s then outstanding voting securities on an as-converted to Common Stock basis or (B) the Company’s then outstanding voting securities on an as-converted to Common Stock basis beneficially owned by the Investors as of the Effective Date and as set forth on Exhibit A hereto (the “Investor Group Minimum Ownership Threshold”), then the Investor Group shall have the ability to recommend a substitute person, provided that any such substitute person so recommended shall qualify as “independent” pursuant to Nasdaq’s listing standards, be independent from the Investors, have the relevant financial and business experience to fill the resulting vacancy, made himself or herself available for one or more interviews with the Nominating Committee and other members of the Board, agreed to a customary background check by the Company and completed the Company’s standard directors’ and officers’ questionnaire (the “Qualification Information”). In the event that the Nominating Committee does not accept a substitute person so recommended, then the Investor Group shall have the right to recommend an additional substitute person for consideration by the Nominating Committee. Either the original candidate or the substitute person recommended shall be accepted by the Nominating Committee, provided, that after reasonable review by the Nominating Committee of the Qualification Information, both such candidates were, in the reasonable judgement of the Nominating Committee, qualif...

Replacement Director. So long as Viex continues to satisfy the Minimum Ownership Threshold, and Viex shall not have been found to have materially breached its obligations pursuant to this Agreement (as determined by a court of competent jurisdiction in a final and non-appealable decision), in the event the New Independent Director is unable to serve as a director, resigns as a director or is removed prior to the termination or expiration of the Standstill Period, Viex shall have the right to recommend a replacement director to the Board. The appointment of any such person to the Board shall be subject to approval of the Corporate Governance and Nominating Committee of the Board and the Board after exercising its fiduciary duties in good faith, which approval shall not be unreasonably withheld (any such replacement nominee appointed in accordance with the terms of this Section will be referred to herein as the “Replacement Director” and references herein to the “New Independent Director” shall be deemed a reference to the “Replacement Director”), and the Appointment Conditions having been satisfied with respect to the Replacement Director. In the event the Corporate Governance and Nominating Committee of the Board and the Board do not accept the Replacement Director recommended by Viex, the Parties will continue to follow the procedures of this Section 1(c) until a Replacement Director is appointed or elected to the Board, provided Viex continues to be eligible to appoint a Replacement Director pursuant to the first sentence of this Section 1(c).

Replacement Director. In the event that a Nia Director is appointed to the Board, if such Nia Director subsequently resigns or otherwise ceases to serve as a director, other than due to a Termination Event, prior to the expiration of the Voting Period (as defined below), the Nominating Committee shall use commercially reasonable efforts to identify and vet suitable candidates for appointment to the Board to replace such Nia Director, who shall be “independent” as defined under the listing standards of The Nasdaq Stock Market (each such candidate identified by the Nominating Committee and whom the Nominating Committee recommends for consideration by Nia, a “Potential Replacement Candidate”), and Nia shall be provided a reasonable opportunity to interview each Potential Replacement Candidate and receive such other information with respect to any Potential Replacement Candidate as Nia shall reasonably request. Following Nia’s review of such Potential Replacement Candidate, Nia shall provide written notice to the Nominating Committee as to whether Nia approves of such Potential Replacement Candidate (any such Potential Replacement Candidate identified by the Nominating Committee and so approved by Nia, an “Approved Replacement Candidate”). Following the identification of an Approved Replacement Candidate, the Company will use its commercially reasonable efforts to appoint the Approved Replacement Candidate to the Board. The Approved Replacement Candidate, once appointed to the Board, shall be deemed a “New Director” or “Second Director”, as the case may be, for all purposes of this Agreement.

Replacement Director. Subject to applicable law, and applicable stock exchange and securities market rules and regulations, during the Designation Period, in the event that any Designee is unable or unwilling to serve as a director of the Company (due to death, disability or otherwise), or once having commenced to serve, is removed, withdraws or resigns from the Board or dies, such Designee’s replacement shall be nominated and designated by Investor, and the Company agrees to take, or cause to be taken, all actions necessary to cause such replacement to be elected to serve as a director of the Company for the remaining term of Designee.

Replacement Director. If, prior to the expiration of the Restricted Period, the New Director ceases to be a member of the Board for any reason, then Engine will have the ability, during the Restricted Period, to recommend a replacement person(s) (who must be independent of Engine and “independent” for purposes of the listing rules of Nasdaq) (any such person shall be referred to as an “Engine Replacement Director”) for appointment to the Board. No later than 10 business days after the recommendation of an Engine Replacement Director by Engine, the Board and any applicable committee thereof shall vote on the appointment of such Engine Replacement Director, as applicable, to the Board. If the Board does not appoint such Engine Replacement Director as recommended, then the Parties shall continue to follow the procedures of this paragraph 3 until an Engine Replacement Director is appointed to the Board. Upon an Engine Replacement Director’s appointment to the Board, the Board and all applicable committees of the Board shall take all actions necessary to appoint such Engine Replacement Director to any committee of the Board on which the New Director was a member immediately prior to the New Director ceasing to be a member of the Board. In connection with his or her appointment to the Board, Engine will cause any Engine Replacement Director to sign an appropriate and customary joinder to this Agreement.