Replacement Nominees Clause Samples

Replacement Nominees. (a) Any Replacement Remus Nominee, Replacement Sponsor Nominee or Replacement Gaur Nominee, as the case may be, must satisfy requirements under applicable Law. The Nominating and Governance Committee of the Company shall make its determination and recommendation regarding whether such Replacement Remus Nominee, Replacement Sponsor Nominee or Replacement Gaur Nominee, as the case may be, meets the foregoing criteria within fifteen (15) business days after such nominee has submitted to the Company (x) a fully completed copy of the Company’s standard director and officer questionnaire and other reasonable and customary director onboarding documentation (including an authorization form to conduct a background check, a representation agreement, consent to be named as a director in the Company’s proxy statement and certain other agreements) applicable to new directors of the Company and (y) a written representation that such nominee, if elected as a director of the Company, would be in compliance, and will comply, with all applicable Company guidelines and policies. If the Nominating and Governance Committee determines that such person meets such criteria, the Board shall vote to elect such person to the Board promptly following the Nominating and Governance Committee’s determination. In the event the Nominating and Governance Committee determines that such person does not meet such criteria, Remus Capital, Sponsor or ▇▇▇▇▇▇▇▇ ▇▇▇▇, as applicable, shall have the right to recommend additional substitute person(s) whose appointment shall be subject to the Nominating and Governance Committee recommending such person in accordance with the procedures described above.

Replacement Nominees. If a VSVI Nominee shall cease to be a director of ▇▇▇▇▇▇ for any reason between meetings of the shareholders of ▇▇▇▇▇▇, VSVI shall have the right, but not the obligation, to cause ▇▇▇▇▇▇ to fill the vacancy created on the Board of Directors as a result thereof and to cause such VSVI Nominee to be replaced by another nominee to be designated by VSVI, provided such person is eligible to serve on the Board of Directors of ▇▇▇▇▇▇ (the “Replacement Nominee”), such Replacement Nominee to hold office until the next meeting of the shareholders of ▇▇▇▇▇▇ at which directors of ▇▇▇▇▇▇ are elected. If VSVI chooses to exercise the foregoing right, it shall give written notice to the corporate secretary of ▇▇▇▇▇▇ as to the name of the Replacement Nominee not more than thirty (30) days after the date on which the VSVI Nominee ceases to be a director of ▇▇▇▇▇▇. VSVI shall provide ▇▇▇▇▇▇ with any additional information with respect to the Replacement Nominee that ▇▇▇▇▇▇ may reasonably request, including information that may be required for corporate or regulatory filings by ▇▇▇▇▇▇. In the event that VSVI fails to provide a notice in the manner set out above, it shall be deemed to have waived its right to designate a Replacement Nominee in respect of such VSVI Nominee pursuant to this section 4. The failure by VSVI to designate a Replacement Nominee pursuant to this section 4 shall not negate any other provision of this Agreement and shall not be construed or interpreted as a waiver by VSVI of any of its other rights under this Agreement.

Replacement Nominees. If, prior to his or her election to the Board pursuant to Section 5.1(b)(i), any Nominee shall be unable or unwilling to serve as a Director, the Member or Members who nominated such Nominee in accordance with Section 5.1(b)(i) or, following the settlement date of the first Underwritten Public Offering after the date hereof, the Board shall be entitled to nominate a replacement who shall then be a Nominee for purposes of this Section 5.1. If, following election to the Board pursuant to Section 5.1(b)(i), any Nominee shall resign or be removed or be unable to serve for any reason prior to the expiration of his or her term as a Director (a "Withdrawing Director"), the Member or Members who nominated such Withdrawing Director shall appoint a replacement Nominee (a "Substitute Director") to fill the unexpired term of the Withdrawing Director whom such Substitute Director is replacing, provided that any Independent Nominee shall be replaced with the written consent of the Consenting CERA Principal, whose consent shall not be unreasonably withheld. If a Member or Members shall fail to so appoint a Substitute Director in the manner provided above, the seat of such Substitute Director shall remain vacant. Notwithstanding the preceding sentences of this paragraph (ii), if, following the settlement date of the first Underwritten Public Offering after the date hereof, any vacancies shall occur in the Board or if the authorized number of Directors shall be increased, the Directors then in office shall continue to act, and such vacancies and newly created directorships may be filled by a majority of the Directors then in office, although less than a quorum, and any such vacancy or newly created directorship may also be filled at any time by vote of the Members.

Replacement Nominees. If, at any time during the Standstill Period any of the Investor Nominees is unwilling or unable to serve as a nominee or director of the Company, as the case may be, the Investors and the Nominating Committee will agree on a replacement nominee or director, as the case may be, that is selected by the Investors and reasonably acceptable to the Nominating Committee.

Replacement Nominees. If, prior to his or her election to the Board of Directors, any Nominee shall become unable to serve as a director of the Company, the Principal Stockholder Party who so designated such Nominee shall be entitled to designate a replacement, who shall then be a Nominee for purposes of Section 2.2(a) or 2.2(b), as the case may be.

Replacement Nominees. If, at any time prior to the election of directors at the Annual Meeting, any of the Nominees is unwilling or unable to stand for election as a director at the Annual Meeting and the Company is so notified thereof, the following procedures shall apply: a. If a Continuing Director or the CEO is unwilling or unable to stand for election, then after consultation with and after giving good faith consideration to any reasonable input from Pirate Capital, the Nominating Committee shall recomm▇▇▇ ▇▇ the Board the nomination of a replacement nominee for each such unable or unwilling individual. b. If the Pirate Nominee is unwilling or unable to stand for election, then Pirate Capital promptly shall designate to the Nominating ▇▇▇▇▇▇▇▇▇ for its review and consideration a replacement nominee of Pirate Capital, and the Nominating Committee thereupon shall re▇▇▇▇▇▇▇ to the Board that such replacement nominee be nominated for election to the Board at the Annual Meeting.

Replacement Nominees. If at any time during the B▇▇▇▇▇▇ Investor Representation Period either of the B▇▇▇▇▇▇ Nominees is or becomes unwilling or unable to serve as a nominee or, following such person’s appointment or election, as a director of the Company, the B▇▇▇▇▇▇ Investors shall be entitled to appoint a replacement nominee or director, as the case may be; provided that no breach of the terms hereof on the part of the B▇▇▇▇▇▇ Investors has occurred and is continuing; provided further that, unless such proposed replacement is one of the four individuals nominated by the B▇▇▇▇▇▇ Investors in the Nomination Letter (each of whom shall be deemed acceptable), such replacement nominee or director, as the case may be, shall be reasonably acceptable to the Governance/Nominating Committee. Any such replacement nominee or director, as the case may be, shall be deemed to be a B▇▇▇▇▇▇ Nominee for the purposes of this Agreement.

Replacement Nominees. If the Investor Nominee or the Mutual Nominee 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 prior to the date that is 12 months from the date of the Meeting, then, subject to the Investor Group beneficially owning or exercising control or direction over at least 15% of the then-outstanding Common Shares (on a non-diluted basis, and to be evidenced by the Investor Group certifying such to the Company), (i) in the case of the Investor Nominee, the Investor Group (after reasonable consultation with the Company) shall be entitled to designate another individual to replace the Investor Nominee, and (ii) in the case of the Mutual Nominee, the Investor Group and the Company shall work together to appoint a nominee to be agreed upon among the Parties, in each case who has relevant financial and business experience and is “independent” (as defined under applicable Canadian securities laws and the rules of any stock exchange or quotation system on which any securities of the Company are listed and posted for trading or quoted, as applicable) of the Company, in which case the Board will promptly appoint the individual as a director of the Company to serve for the remainder of the term in the place of the Investor Nominee or the Mutual Nominee, as applicable.

Replacement Nominees. If any of the Recommended Nominees is unable or otherwise does not stand for election at the 2011 Annual Meeting, the Company shall take all necessary action to nominate and seek to elect a replacement nominee designated by the MetVP Entities and SAVE as reasonably acceptable to the Board and in compliance with existing policies of the Board and the Nominating Committee.