Resignation of New Directors Sample Clauses

Resignation of New Directors. As a condition to commencement of a term on the Board (or nomination therefor), including, but not limited to, in the case of replacement directors appointed pursuant to Section 1(g) hereof, the Investors agree that the New Directors (and any replacements thereof) will resign (and shall be deemed hereby to have irrevocably agreed to so resign, it being understood that it shall be in the Board’s sole discretion whether to accept or reject such resignation) and the Company’s obligations under this Section 1 shall terminate effective immediately upon such time as (i) any Investor or any Affiliate or Associate thereof submits a notice of a nomination of directors for election to the Board or any other stockholder proposal at any annual or special meeting of stockholders, (ii) any Investor or any Affiliate or Associate thereof seeks to call a special meeting of stockholders or take any action by written consent, (iii) any Investor otherwise violates Section 3 hereof, (iv) any Investor or any Affiliate or Associate thereof breaches Section 2 of this Agreement, or (v) any Investor or any Affiliate or Associate thereof otherwise breaches this Agreement in any material respect not referred to in the preceding Section 1(f)(i), Section 1(f)(ii), Section 1(f)(iii) or Section 1(f)(iv). In connection with any alleged breach or violation of the type referred to in Section 1(f)(i), Section 1(f)(ii), Section 1(f)(iii), Section 1(f)(iv), or Section 1(f)(v), the Company shall first provide written notice to the Investors of such alleged breach or violation and to the extent such alleged breach or violation is curable, any such resignation of the New Directors (and any replacements thereof) or termination of the Company’s obligations under this Section 1 shall only become effective if such alleged breach or violation has not been cured, in the reasonable good faith determination of the Company, within ten (10) calendar days after the Investors receive written notice from the Company of such alleged breach or violation. In furtherance of this Section 1(f), the New Directors and any replacement directors appointed in accordance with Section 1(g) below, as a condition to being appointed or nominated to the Board pursuant hereto, shall first execute and deliver to the Company an irrevocable advance letter of resignation in the form attached hereto as Exhibit A.
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Related to Resignation of New Directors

  • Resignation of Officers and Directors The Company shall use all reasonable efforts to obtain and deliver to Parent prior to the Closing the resignation of each officer and director of the Company.

  • Resignation of Directors A director may resign at any time by delivering written notice to the Board, its Chairman (as hereinafter defined), if any, or the Company. A resignation shall be effective when the notice is delivered unless the notice specifies a later effective date.

  • Resignation and Removal of Officers An officer may resign at any time by delivering notice to the Company. A resignation shall be effective when the notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date and the Company accepts the future effective date, the Board may fill the pending vacancy before the effective date if the Board provides that the successor shall not take office until the effective date. The Board may remove any officer at any time with or without cause.

  • Resignations of Officers and Directors The Sellers shall have delivered to Purchaser the resignations of all current officers and directors of the Company, effective as of the Closing Date.

  • Resignation of Officer and Director Positions The Executive’s receipt of any severance payments or benefits upon the Executive’s Qualifying Termination under Section 3 is subject to the Executive resigning from all officer and director positions with all members of the Company Group and the Executive executing any documents the Company may require in connection with the same.

  • RESIGNATION OF MANAGERS Any manager may resign at any time by giving written notice of such resignation to the Board of Managers, the Chairman of the Board or the President. Any such resignation shall take effect at the time specified therein or, if no time is specified, upon receipt thereof by the Board of Managers or one of the above named officers; and, unless specified therein, the acceptance of such resignation shall not be necessary to make it effective.

  • Resignations of Directors Any directors of the Company, other than those identified on Schedules 2.1, shall have resigned as directors of the Company.

  • Resignation of Manager A Manager other than an Independent Manager may resign as a Manager at any time by thirty (30) days’ prior notice to the Member. An Independent Manager may not withdraw or resign as a Manager of the Company without the consent of the Member. No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor (i) shall have accepted his or her appointment as an Independent Manager by a written instrument, which may be a counterpart signature page to the Management Agreement in the form attached hereto as Exhibit A, and (ii) shall have executed a counterpart to this Agreement.

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