Successor Directors. A Director may be removed from the Board of Directors at any time, with or without cause, by the affirmative vote of a Supermajority in Interest of the Members. A Director may resign from the Board of Directors at any time without prejudice to any rights of the Company or any Member as against the resigning Director, by giving written notice to the Members. If a Director dies, dissolves, resigns or becomes otherwise unwilling or unable to act as a Director and if no successor Director has been selected as provided in this Agreement, one or more successor Directors shall be selected by the vote of a Supermajority in Interest of the Members. Each successor Director shall have all the rights and responsibilities of its predecessors. It is the intent of this provision to provide for effective continuity of management of the Company.
Successor Directors. For the purpose of all of Section 9, a successor of a director shall mean any person who is elected or nominated for election to the Board by a majority of the directors of Victory who are either directors of Victory on the date of this Agreement or who are themselves successors as defined in this sentence.
Successor Directors. (i) If the First Director ceases to serve as a member of the Board prior to the Expiration Date due to death or disability, Xxxxxx shall be entitled to select another individual to be appointed to the Board (a “First Director Successor”) following the same process under which Xxxxxx suggested, and the Company vetted, from a pool of candidates to mutually identify the First Director. The First Director Successor shall be independent of each of the Company and Xxxxxx, shall qualify as “independent” under the Nasdaq Listing Rules, the SEC rules and regulations and the guidelines of the Company’s independent registered public accounting firm, and have qualifications, experience and industry expertise that are substantially similar to the First Director (or any First Director Successor) being replaced. The Company shall take all necessary actions to promptly appoint such First Director Successor to the Board and the applicable committee(s), subject to the approval (not to be unreasonably withheld) of the Nominating and Corporate Governance Committee of the Board, after conducting a good faith and customary process consistent with the Board’s fiduciary duties (and who satisfies the Company Policies applicable to all directors). All references to “First Director,” for purposes of this Agreement, shall be deemed references to the First Director Successor that replaced the applicable First Director in the event that a First Director Successor is appointed.
Successor Directors. If a person who has been elected as a director pursuant to a designation under Section 1.1(b)(i), 1.1(b)(ii) or 1.1(b)(iii) above shall cease to serve as a director for any reason, the persons or entities who had the right to designate such person as a director under Section 1.1(b)(i), 1.1(b)(ii) or 1.1(b)(iii) above (the “Nominating Party”), shall have the right to designate a successor nominee and each of the other parties hereto who or which are entitled under the Company’s Certificate of Incorporation to vote or act by written consent with respect to the election of such successor nominee as a director shall vote or cause to be voted, or execute or cause to be executed a written consent with respect to, all Voting Shares in favor of such successor nominee. If a person who has been elected as a director under Section 1.1(b)(iv) above shall cease to serve as a director for any reason, the Board of Directors shall promptly designate the Company’s most senior executive officer who is an employee of the Company as a successor nominee and each of the other parties hereto who or which are entitled under the Company’s Certificate of Incorporation to vote or act by written consent with respect to the election of such successor nominee as a director shall vote or cause to be voted, or execute or cause to be executed a written consent with respect to, all Voting Shares in favor of such successor nominee. If a person who has been elected as a director under Section 1.1(b)(v) above shall cease to serve as a director for any reason, the Board of Directors shall promptly designate a successor nominee and each of the other parties hereto who or which are entitled under the Company’s Certificate of Incorporation to vote or act by written consent with respect to the election of such successor nominee as a director shall vote or cause to be voted, or execute or cause to be executed a written consent with respect to, all Voting Shares in favor of such successor nominee. Except as provided herein, a director designated under Section 1.1(b)(i), 1.1(b)(ii), 1.1(b)(iii) or 1.1(b)(v) above may be removed during his or her term of office, with or without cause, by and only by the affirmative vote or written consent of those Nominating Parties that had the right to designate the director (or the Board of Directors in the case of a director nominated under Section 1.1(b)(v)). A director designated under Section 1.1(b)(iv) shall not be removed so long as such director remains (a) ...
Successor Directors. If a Nominee shall cease to serve as a director for any reason, the party which designated such person shall have the right to designate a successor Nominee and the parties shall use their best efforts to ensure that such successor Nominee is duly elected as a director, including causing its nominees who are directors so to vote. If a party notifies the other parties that such party desires to remove a director who serves as such party's Nominee, the parties shall use their best efforts to ensure that, consistent with Delaware law and the by-laws of Xplor, that such director is duly removed as a director, if possible, or that a meeting of stockholders of Xplor is promptly called for the purpose of electing a new management slate of directors consistent with the designations of the parties to this Agreement.
Successor Directors. (a) If any PubliGroupe Nominee shall cease to serve as a director for any reason, PubliGroupe shall have the right to designate a successor PubliGroupe Nominee, and the Board of Directors shall promptly take such action as is necessary to elect the designated successor Nominee.
Successor Directors. (a) A Director shall serve until his or her successor is elected and qualified or until his or her earlier resignation or removal. If an individual who has been elected as a Director shall cease to serve as a Director for any reason, the Persons with the right to designate such individual under Section 2.1(b) hereof, including, in the case of the Independent Designees, the consent rights of the individuals and groups specified in Sections 2.1(b)(iii) and 2.1(b)(v) with respect to the Independent Designees (a “Nominating Party”), shall have the right to designate a successor designee, and each of the other parties hereto shall vote or cause to be voted, or execute or cause to be executed a written consent with respect to, all shares of Capital Stock beneficially owned by such party as to which such party is entitled to vote or direct the vote in favor of such election. If a Nominating Party notifies the other parties hereto that it desires to remove its designee as a Director, each of the other parties hereto shall vote or cause to be voted, or execute or cause to be executed a written consent with respect to, all shares of Capital Stock beneficially owned by such party in favor of such removal. If a Nominating Party notifies the Company that it desires to remove the individual Director serving as its designee on the Board and/or designate an individual to succeed such individual by means of stockholder vote, the Company shall, at the request of such Nominating Party, use its best efforts to ensure that a meeting of stockholders of the Company is promptly called for such purpose.
Successor Directors. (a) If any Purchaser Nominee shall cease to serve as a director for any reason, the Purchaser who designated such Purchaser Nominee shall have the right to designate a successor Purchaser Nominee.
Successor Directors. The Company shall use ------------ ------------------- its reasonable efforts, for so long as the New Directors are directors of the Company pursuant to this Agreement, to cause each person nominated by the Board of Directors of the Company or the Nominating Committee to become a director of the Company to agree to be bound by the provisions of this Agreement to the same extent as the present directors are expressly bound by the terms hereof.
Successor Directors. If a Nominee shall cease to serve as a director ------------------- for any reason, the Nominating Purchaser which designated such Nominee shall have the right to designate a successor Nominee and each of the other Purchasers shall use its best efforts to ensure that such successor Nominee is duly elected as a director. If a Nominating Purchaser notifies the other Purchasers that it desires to remove its Nominee as a director, each of the other Purchasers shall use its best efforts to ensure that such Nominee is duly removed as a director. If a Nominating Purchaser notifies the Company that it desires to remove its Nominee as a director and/or designate a successor Nominee, the Company shall, at the request of such Nominating Purchaser, use its best efforts to ensure that a meeting of Purchasers of the Company is promptly called for such purpose.
