VACATION OF OFFICE OF DIRECTOR. 32.1 The office of a Director shall be vacated if: (a) the Director gives notice in writing to the Company that he resigns the office of Director; or (b) the Director absents himself (for the avoidance of doubt, without being represented by proxy) from three consecutive meetings of the board of Directors without special leave of absence from the Directors, and the Directors pass a resolution that he has by reason of such absence vacated office; or (c) the Director dies, becomes bankrupt or makes any arrangement or composition with his creditors generally; or (d) the Director is found to be or becomes of unsound mind; or (e) by Special Resolution for cause at any time before the expiration of his term notwithstanding anything in these Articles or in any agreement between the Company and such Director (but without prejudice to any claim for damages under such agreement). 32.2 For the purposes of this Article 31, "cause" shall mean:
Appears in 1 contract
Sources: Business Combination Agreement (Terrapin 3 Acquisition Corp)
VACATION OF OFFICE OF DIRECTOR. 32.1 The office of a Director shall be vacated if:
(a) the Director gives notice in writing to the Company that he resigns the office of Director; or
(b) the Director absents himself (for the avoidance of doubt, without being represented by proxy) from three consecutive meetings of the board of Directors without special leave of absence from the Directors, and the Directors pass a resolution that he has by reason of such absence vacated office; or
(c) the Director dies, becomes bankrupt or makes any arrangement or composition with his creditors generally; or
(d) the Director is found to be or becomes of unsound mind; or
(e) by Special Resolution for cause at any time before the expiration of his term notwithstanding anything in these Articles or in any agreement between the Company and such Director (but without prejudice to any claim for damages under such agreement).
32.2 For the purposes of this Article 31Article, "cause" shall mean:
Appears in 1 contract
Sources: Business Combination Agreement (Terrapin 3 Acquisition Corp)