Common use of Required Resignations Clause in Contracts

Required Resignations. On the date when the RIC Ownership Percentage is less than twenty percent (20%) but more than fifteen percent (15%) (the "Board Adjustment Date"), RIC shall, within five (5) Business Days, cause two (2) of the three (3) RIC Directors to resign from the Board of Directors. The parties agree that the two (2) RIC Directors that will be subject to resignation pursuant to the preceding sentence shall be those RIC Directors who have the shortest terms of office then remaining, viz., those RIC Directors who are members of classes that will stand for election at one of the next two annual meetings of LandAmerica's shareholders to be held following the Board Adjustment Date. From and after the Board Adjustment Date, the remaining RIC Director may complete any unexpired term as a director of LandAmerica; provided that, upon the earlier to occur of (i) the date that the RIC Ownership Percentage is less than fifteen percent (15%) or (ii) the expiration of the Preferred Shares Sales Period (as defined in Section 4.1), RIC shall, within five (5) Business Days, cause the remaining RIC Director to resign from the Board of Directors. In the event that the RIC Ownership Percentage is reduced from over twenty percent (20%) to less than fifteen percent (15%) such that there is no Board Adjustment Date, RIC shall, within five (5) Business Days, cause all three (3) of the RIC Directors to resign from the Board of Directors. In the event of any decrease in the RIC Ownership Percentage to below such twenty percent (20%) and fifteen percent (15%) thresholds, any subsequent increase in the RIC Ownership Percentage to or above such twenty percent (20%) and fifteen percent (15%) thresholds (i) shall not entitle RIC to reinstate, elect or designate any RIC Directors to the Board of Directors or any committee thereof, and (ii) with respect to any increase to or above such twenty percent (20%) threshold, shall constitute a breach of this Agreement. If RIC does not cause the resignation of the applicable number of RIC Directors within such five (5) Business Day period, LandAmerica may seek such resignation or, in the alternative, the Continuing Directors may seek the removal of the RIC Directors that are subject to such resignation. Upon any shareholder vote relating to the removal of a RIC Director for failure to resign pursuant to this Section 2.6, RIC and its Affiliates shall (i) attend any meeting either in person or by proxy and (ii) vote in favor of such removal. At such time as a RIC Director becomes subject to resignation pursuant to this Section 2.6, LandAmerica may amend its Bylaws or take such other action as it deems appropriate to reduce the number of directors constituting the Board of Directors proportionately or fill the vacancy caused by such resignation(s) with its own nominee in accordance with the applicable provisions of the Charter and Bylaws of LandAmerica.

Required Resignations. (a) On the earlier of (i) the date when the RIC Holdings Ownership Percentage is less than twenty ten percent (2010%) but more than fifteen percent (15%) (the "Board Adjustment Date"), RIC or (ii) the date of any final determination by a court of competent jurisdiction that this Agreement has been breached by PHL, Holdings or their Affiliates, Holdings shall, within five (5) Business Days, cause two (2) of the three (3) RIC Directors use its best efforts to resign from the Board of Directors. The parties agree that the two (2) RIC Directors that will be subject to resignation pursuant to the preceding sentence shall be those RIC Directors who have the shortest terms of office then remaining, viz., those RIC Directors who are members of classes that will stand for election at one of the next two annual meetings of LandAmerica's shareholders to be held following the Board Adjustment Date. From and after the Board Adjustment Date, the remaining RIC Director may complete any unexpired term as a director of LandAmerica; provided that, upon the earlier to occur of (i) the date that the RIC Ownership Percentage is less than fifteen percent (15%) or (ii) the expiration of the Preferred Shares Sales Period (as defined in Section 4.1), RIC shall, within five (5) Business Days, cause the remaining RIC Director to resign from the Board of Directors. In the event that the RIC Ownership Percentage is reduced from over twenty percent (20%) to less than fifteen percent (15%) such that there is no Board Adjustment Date, RIC shall, within five (5) Business Days, cause all three (3) of the RIC Directors Holdings Designee to resign from the Board of Directors. In the event of any decrease in the RIC Holdings Ownership Percentage to below such twenty ten percent (2010%) and fifteen percent (15%) thresholdsthreshold, any subsequent increase in the RIC Holdings Ownership Percentage to or above such twenty ten percent (2010%) and fifteen percent (15%) thresholds (i) threshold shall not entitle RIC Holdings to reinstate, elect or designate any RIC Directors Holdings Designee to the Board of Directors or any committee thereof, and (ii) with respect to any increase to or above such twenty percent (20%) threshold, shall constitute a breach of this AgreementDirectors. If RIC Holdings does not cause the resignation of the applicable number of RIC Directors Holdings Designee within such five (5) Business Day period, LandAmerica the Company may seek such resignation or, in the alternative, the Continuing Directors may seek the removal of the RIC Directors that are subject Holdings Designee. (b) In the event of the disability or termination of employment of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III under the Employment Agreement between the Company and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III dated May 3, 1999, the Company may request ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III to resign from the Board of Directors. If such resignation is not received by the Company within five (5) Business Days from the date of the Company's request for resignation. , the Company may seek his removal in accordance with the letter agreement attached hereto as Exhibit A. (c) Upon any shareholder vote relating to the removal of a RIC Director director for failure to resign pursuant to this Section 2.62.5, RIC Holdings and its Affiliates shall (i) attend any meeting either in person or by proxy and (ii) vote in favor of such removal. At such time as a RIC Director director becomes subject to resignation pursuant to this Section 2.62.5, LandAmerica the Board of Directors may amend its Bylaws or take such other action as it deems appropriate to reduce the number of directors constituting the Board of Directors proportionately or fill the vacancy caused by such resignation(s) with its own nominee in accordance with the applicable provisions of the Charter and Bylaws of LandAmericathe Company.

Required Resignations. (a) On the earlier of (i) the date when the RIC Holdings Ownership Percentage is less than twenty ten percent (2010%) but more than fifteen percent (15%) (the "Board Adjustment Date"), RIC or (ii) the date of any final determination by a court of competent jurisdiction that this Agreement has been breached by PHL, Holdings or their Affiliates, Holdings shall, within five (5) Business Days, cause two (2) of the three (3) RIC Directors use its best efforts to resign from the Board of Directors. The parties agree that the two (2) RIC Directors that will be subject to resignation pursuant to the preceding sentence shall be those RIC Directors who have the shortest terms of office then remaining, viz., those RIC Directors who are members of classes that will stand for election at one of the next two annual meetings of LandAmerica's shareholders to be held following the Board Adjustment Date. From and after the Board Adjustment Date, the remaining RIC Director may complete any unexpired term as a director of LandAmerica; provided that, upon the earlier to occur of (i) the date that the RIC Ownership Percentage is less than fifteen percent (15%) or (ii) the expiration of the Preferred Shares Sales Period (as defined in Section 4.1), RIC shall, within five (5) Business Days, cause the remaining RIC Director to resign from the Board of Directors. In the event that the RIC Ownership Percentage is reduced from over twenty percent (20%) to less than fifteen percent (15%) such that there is no Board Adjustment Date, RIC shall, within five (5) Business Days, cause all three (3) of the RIC Directors Holdings Designee to resign from the Board of Directors. In the event of any decrease in the RIC Holdings Ownership Percentage to below such twenty ten percent (2010%) and fifteen percent (15%) thresholdsthreshold, any subsequent increase in the RIC Holdings Ownership Percentage to or above such twenty ten percent (2010%) and fifteen percent (15%) thresholds (i) threshold shall not entitle RIC Holdings to reinstate, elect or designate any RIC Directors Holdings Designee to the Board of Directors or any committee thereof, and (ii) with respect to any increase to or above such twenty percent (20%) threshold, shall constitute a breach of this AgreementDirectors. If RIC Holdings does not cause the resignation of the applicable number of RIC Directors Holdings Designee within such five (5) Business Day period, LandAmerica the Company may seek such resignation or, in the alternative, the Continuing Directors may seek the removal of the RIC Directors that are subject Holdings Designee. (b) In the event of the disability or termination of employment of Martin L. Vaughan, III under the Employment Agreement between the Com▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇. Vaughan, III dated ______________, 1999, the Company may ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. Vaughan, III to such resign from the Board of Directors. ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇n is not received by the Company within five (5) Business Days from the date of the Company's request for resignation. , the Company may seek his removal in accordance with the letter agreement attached hereto as Exhibit A. (c) Upon any shareholder vote relating to the removal of a RIC Director director for failure to resign pursuant to this Section 2.62.5, RIC Holdings and its Affiliates shall (i) attend any meeting either in person or by proxy and (ii) vote in favor of such removal. At such time as a RIC Director director becomes subject to resignation pursuant to this Section 2.62.5, LandAmerica the Board of Directors may amend its Bylaws or take such other action as it deems appropriate to reduce the number of directors constituting the Board of Directors proportionately or fill the vacancy caused by such resignation(s) with its own nominee in accordance with the applicable provisions of the Charter and Bylaws of LandAmericathe Company.

Required Resignations. (a) On the earlier of (i) the date when the RIC Holdings Ownership Percentage is less than twenty ten percent (2010%) but more than fifteen percent (15%) (the "Board Adjustment Date"), RIC or (ii) the date of any final determination by a court of competent jurisdiction that this Agreement has been breached by PHL, Holdings or their Affiliates, Holdings shall, within five (5) Business Days, use its best efforts to cause two (2) of the three (3) RIC Directors Holdings Designee to resign from the Board (Page 24 of Directors. The parties agree that the two (258 pages) RIC Directors that will be subject to resignation pursuant to the preceding sentence shall be those RIC Directors who have the shortest terms of office then remaining, viz., those RIC Directors who are members of classes that will stand for election at one of the next two annual meetings of LandAmerica's shareholders to be held following the Board Adjustment Date. From and after the Board Adjustment Date, the remaining RIC Director may complete any unexpired term as a director of LandAmerica; provided that, upon the earlier to occur of (i) the date that the RIC Ownership Percentage is less than fifteen percent (15%) or (ii) the expiration of the Preferred Shares Sales Period (as defined in Section 4.1), RIC shall, within five (5) Business Days, cause the remaining RIC Director to resign from the Board of Directors. In the event that the RIC Ownership Percentage is reduced from over twenty percent (20%) to less than fifteen percent (15%) such that there is no Board Adjustment Date, RIC shall, within five (5) Business Days, cause all three (3) of the RIC Directors to resign from the Board of Directors. In the event of any decrease in the RIC Holdings Ownership Percentage to below such twenty ten percent (2010%) and fifteen percent (15%) thresholdsthreshold, any subsequent increase in the RIC Holdings Ownership Percentage to or above such twenty ten percent (2010%) and fifteen percent (15%) thresholds (i) threshold shall not entitle RIC Holdings to reinstate, elect or designate any RIC Directors Holdings Designee to the Board of Directors or any committee thereof, and (ii) with respect to any increase to or above such twenty percent (20%) threshold, shall constitute a breach of this AgreementDirectors. If RIC Holdings does not cause the resignation of the applicable number of RIC Directors Holdings Designee within such five (5) Business Day period, LandAmerica the Company may seek such resignation or, in the alternative, the Continuing Directors may seek the removal of the RIC Directors that are subject Holdings Designee. (b) In the event of the disability or termination of employment of Martin L. Vaughan, III under the Employment Agreement between the Co▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ L. Vaughan, III dated May 3, 1999, the Company may request Ma▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III to such resign from the Board of Directors. If suc▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ not received by the Company within five (5) Business Days from the date of the Company's request for resignation. , the Company may seek his removal in accordance with the letter agreement attached hereto as Exhibit A. (c) Upon any shareholder vote relating to the removal of a RIC Director director for failure to resign pursuant to this Section 2.62.5, RIC Holdings and its Affiliates shall (i) attend any meeting either in person or by proxy and (ii) vote in favor of such removal. At such time as a RIC Director director becomes subject to resignation pursuant to this Section 2.62.5, LandAmerica the Board of Directors may amend its Bylaws or take such other action as it deems appropriate to reduce the number of directors constituting the Board of Directors proportionately or fill the vacancy caused by such resignation(s) with its own nominee in accordance with the applicable provisions of the Charter and Bylaws of LandAmericathe Company.