Replacement Rights Sample Clauses
Replacement Rights. If and with respect to each occasion that a Lender (i) makes a demand for compensation pursuant to Section 2.5.4, 2.7.3 or 2.7.4, (ii) is unable for a period of three consecutive months to fund LIBOR Loans pursuant to Section 2.7.2 or such Lender wrongfully fails to fund a Loan, (iii) becomes a Defaulting Lender or (iv) has failed to consent to any proposed waiver or amendment with respect to this Agreement that requires the consent of all the Lenders or all the Lenders directly affected and with respect to which the Required Lenders shall have granted their consent, Borrower may, at its sole expense, upon at least five Banking Days’ prior irrevocable written notice to the affected Lender and Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 7.13.1), all its interests, rights and obligations under this Agreement to an eligible assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that Borrower shall have received the prior written consent of Administrative Agent, each Swingline Lender and each LC Issuing Bank with respect to such assignee to the extent consent would be required under the terms of Section 7.13.1 in connection with an assignment to such assignee (which consent, in each case, shall not be unreasonably withheld). Such replacement Lender shall upon the effective date of replacement purchase the Obligations owed to such replaced Lender for the aggregate amount thereof and shall thereupon and for all purposes become a “Lender” hereunder. Such notice from Borrower shall specify an effective date for the replacement of such Lender’s Loans and Commitments, which date shall not be later than the 14th day after the day such notice is given. On the effective date of any replacement of a Lender’s Loans and Commitments and Obligations pursuant to this Section 2.9.2, Borrower shall pay to Administrative Agent for the account of such Lender (a) any fees due to such Lender to the date of such replacement; (b) the principal of and accrued interest on the principal amount of outstanding Loans and any funded participations in Letters of Credit and Swingline Loans held by such Lender to the date of such replacement (such amount to be represented by the purchase of the Obligations of such replaced Lender by the replacing Lender and not as a prepayment of such Loans or other amounts),...
Replacement Rights. If the Starboard Designee (or his or her Starboard Replacement Director (as defined below), if applicable) is unable or unwilling to serve as a director, resigns as a director or is removed as a director during the Standstill Period, and at such time Starboard has combined beneficial and economic ownership in the aggregate of at least three percent (3.0%) of the Company’s then outstanding Common Stock (the “Minimum Ownership Threshold”), Starboard shall have the ability to recommend a substitute director(s) in accordance with this Section 1(j) (any such replacement nominee shall be referred to as the “Starboard Replacement Director”). Any Starboard Replacement Director recommended by Starboard must meet the following criteria: (1) such person will qualify as “independent” pursuant to NYSE listing standards and (2) such person has the relevant financial and business experience to be a director of the Company and, with regard to a Starboard Replacement Director, to replace the Starboard Designee (or any Starboard Replacement Director, if applicable), and (3) such person meets the publicly disclosed guidelines and policies with respect to service on the Board as in effect as of the date of this Agreement (the “Corporate Governance Guidelines and Policies”), in each case, as reasonably determined by the Nominating Committee (clauses (1)-(3), the “Replacement Criteria”). The Nominating Committee shall make its determination and recommendation regarding whether such person meets the Replacement Criteria within five (5) business days after the later of (i) such nominee having submitted to the Company the documentation required by Section 1(l)(v) herein and (ii) representatives of the Nominating Committee having conducted customary interview(s) of such nominee. The Company shall use its reasonable best efforts to conduct any interview(s) contemplated in this Section 1(j) as promptly as practicable, but in any case, assuming reasonable availability of the nominees, within ten (10) business days, after Starboard’s submission of such nominees to the Nominating Committee. In the event the Nominating Committee does not accept a substitute person recommended by Starboard as the Starboard Replacement Director as a result of such person not meeting the Replacement Criteria, Starboard shall have the right to recommend additional substitute person(s) meeting the Replacement Criteria whose appointment shall be subject to the Nominating Committee recommending such person in a...
Replacement Rights. If the New Director is unable to serve as a director of the Company due to disability and resigns as a director of the Company, or no longer serves as a director of the Company due to death, in either case, during the Cooperation Period, Bandera shall be permitted to privately identify a replacement candidate who meets the Director Criteria (a “Replacement Nominee”) and, as long as (i) neither ▇▇▇▇▇▇▇ nor any of ▇▇▇▇▇▇▇’s controlled Affiliates or Representatives are in breach of this Agreement (and such breach has not been cured within five (5) days after written notice has been delivered by the Company to Bandera of such breach), (ii) the Replacement Nominee provides to the Company all information concerning the Replacement Nominee that the Company is required to include in its proxy statement in connection with the election of directors at an annual meeting of stockholders, (iii) the Replacement Nominee agrees to comply with the Company Policies (as defined below), (iv) the Replacement Nominee agrees that the he or she is not, and during the Cooperation Period will not, become a party to any agreement, arrangement or understanding (whether written or oral) with any other Person with respect to his or her service as a director of the Company, including any such agreement, arrangement or understanding with respect to how such Replacement Nominee should or would vote or act on any issue or question as a director of the Company, and (v) the Replacement Nominee has been approved by the Nominating Committee and/or the Board after exercising their good-faith customary due diligence review and consistent with the fiduciary duties owed to the Company and its stockholders, the Replacement Nominee shall be appointed to fill the vacancy created by the aforesaid resignation or death of the New Director (any Replacement Nominee so appointed as a director of the Company, a “Replacement Director”), it being understood that ▇▇▇▇▇▇▇ may continue to propose privately additional Replacement Nominees in the event an identified Replacement Nominee is not approved by the Nominating Committee and/or the Board in accordance with the foregoing clause (v) until a Replacement Nominee is appointed to the Board to fill the vacancy created by the aforesaid resignation or death of the New Director. If a Replacement Nominee is appointed to the Board pursuant to this Section 1(c), all references in this Agreement to the New Director shall include such Replacement Director, as applicable.
Replacement Rights. If, from the Effective Date until the expiration of the Standstill Period (as defined below), the New Director (or any Replacement) designated by a Shareholder Party is unable or unwilling to serve as an independent director for any reason, such Shareholder Party shall identify a replacement director (a “Replacement”) with relevant financial and business experience, who qualifies as “independent” pursuant to Nasdaq’s listing standards (or applicable requirement of such other national securities exchange designated as the primary market on which the Common Stock is listed for trading), the SEC rules and regulations, and whose qualifications are substantially similar to the New Director (or any Replacement) being replaced (the “Former Director”), and such Replacement shall be expeditiously appointed to the Board, subject to the approval (not to be unreasonably withheld) by the Nominating Committee, after conducting a good faith customary due diligence process and consistent with its fiduciary duties (and who satisfies the Company Policies applicable to all directors). Any Replacement appointed to the Board in accordance with this Section 1(d) shall be appointed to any applicable committees of the Board of which the Former Director was a member immediately prior to such director’s resignation or removal. Any rights or obligations of the Board and a Shareholder Party as provided in this Section 1(d) shall terminate with respect to such Shareholder Party when such Shareholder Party and its Affiliates, in the aggregate, cease to beneficially own at least two and one-half percent (2.5%) of the Company’s then outstanding Voting Securities. In the event the Nominating Committee determines in good faith not to appoint any Replacement proposed by a Shareholder Party, such Shareholder Party shall have the right to propose additional Replacements for consideration, and the provisions of this Section 1(d) shall continue to apply.
Replacement Rights. If, at any time prior to the Termination Date, the New Director (or any Replacement Director) is unable to serve as a director for any reason and ceases to be a director, Indaba shall have the right to propose to the Company a replacement director (a “Replacement Director”) with relevant financial and business experience, who qualifies as “independent” pursuant to Nasdaq’s listing standards and the SEC rules and regulations, does not receive compensation from the Investors and who does not directly or indirectly control any of the Investors; provided that Indaba’s right to propose a Replacement Director pursuant to this Section 1(e) shall terminate when the Investors cease to beneficially own, in the aggregate, the Minimum Ownership Amount (as defined below). Any candidate for Replacement Director shall be subject to the reasonable approval of the Nominating Committee and the Board, which approval shall occur as soon as practicable following Indaba proposing a director and shall not be unreasonably withheld, conditioned or delayed, and such Replacement Director shall be appointed to the Board within five (5) business days after the Board and the Nominating Committee have approved of such candidate. Any Replacement Director appointed to the Board in accordance with this Section 1(e) shall be appointed to any applicable committee of the Board of which the replaced director was a member immediately prior to such director’s resignation or removal. In the event the Board or the Nominating Committee determines in good faith not to approve any Replacement Director proposed by Indaba, Indaba shall have the right to propose additional Replacement Directors in accordance with this Section 1(e) until a Replacement Director is appointed to the Board.
Replacement Rights. A Warrant to purchase shares of OIS Common Stock issued to each holder of MediVision Rights in form and substance reasonably satisfactory to OIS.
Replacement Rights. If the New Director is unable or unwilling to serve as a director, is not appointed pursuant to Section 1(a)(i) hereof, resigns as a director, or otherwise ceases to be a director, in each case due to death or disability prior to the Termination Date (as defined below), and at such time the Investor Parties’ beneficial ownership, in the aggregate, equals or exceeds three percent (3.0%) of the then-outstanding Common Stock (subject to adjustment for stock splits, reclassifications, combinations and similar adjustments, the “Minimum Ownership Threshold”), then the Investor Parties shall have the right to select a candidate to replace the New Director (such person, a “Replacement New Director”); provided, however, that prior to and as a condition precedent to the appointment of the Replacement New Director, the Replacement New Director shall (i) satisfy the NASDAQ Independence Standards of the NASDAQ Stock Market LLC (or applicable requirement of such other national securities exchange designated as the primary market on which the Common Stock is listed for trading), (ii) provide such information and participate in such customary procedures required for the New Director under Section 1(a)(ii) hereof, (iii) have a substantially similar skill set as the New Director, (iv) satisfy the eligibility, qualification and other requirements set forth in the Corporate Governance Guidelines and (v) have been deemed otherwise reasonably acceptable by the Nominating Committee and approved of by the Board (with each such approval and acceptance not to be unreasonably withheld). Effective upon the Replacement New Director’s appointment to the Board, such Replacement New Director will be considered the New Director for all purposes of this Agreement.
Replacement Rights. The Borrower may, from time to time, upon ten (10) days prior written notice to the Lender, obtain a release of a particular Contract from the Collateral (the "Released Contract") and substitute one or more other Contracts (the "Replacement Contract"), provided that (i) neither the Released Contract or the Replacement Contracts are Delinquent Contracts; (ii) the Borrower execute and deliver to the Lender an Addendum and Assignment (and appropriate UCC financing statements) respecting the Replacement Contracts(s) with an aggregate Equipment Value multiplied by 90% that is equal to or greater than the outstanding balance of the loan proceeds advanced with respect to the Released Contract (the "Unamortized Advance"), and Obligor Acknowledgment(s) relating to the Replacement Contract(s) duly executed by each Obligor under such Contract(s), and all such other documents, instruments and agreements as required under Section 3(b) and 3(c) or as the Lender may request; (iii) the Borrower pay to the Lender a Replacement Fee equal to one percent (1%) of the Unamortized Advance; and (iv) the Borrower pay $750 for lender's legal fees in connection with the replacement.
Replacement Rights. Should an airline be required to vacate a Gate or Common Use Ticket Counter pursuant to the Authority’s written notice or for any reason, subject to the provisions herein, other than default or termination as provided for in this Agreement, then Authority shall provide the airline with a replacement location for the same time and day of the week.
Replacement Rights. Borrower may, during any calendar year, upon ten (10) days prior written notice to Lead Lender, obtain a release of a particular Contract from the Collateral (the “Released Contract”) and substitute one or more other Contracts (the “Replacement Contract”), provided that (i) neither the Released Contract or the Replacement Contracts are Delinquent Contracts; and (ii) Borrower executes and delivers to Lead Lender an Addendum and Assignment (and appropriate UCC financing statements) respecting the Replacement Contracts(s) with an aggregate Equipment Value multiplied by 90% that is equal to or greater than the outstanding balance of the Loan proceeds advanced with respect to the Released Contract (the “Unamortized Advance”), and Obligor Acknowledgment(s) relating to the Replacement Contract(s) duly executed by each Obligor under such Contract(s), and all such other documents, instruments and agreements as required under this Agreement or as Lead Lender may request.