Renesas definition
Examples of Renesas in a sentence
The Renesas Director and the Outside Director may not be removed as a director on the Board of Directors by the Company under any circumstances, except as provided under Section 2.1(c).
In the event that ▇▇▇▇▇▇▇ shall fail to designate in writing a representative to fill the vacant Renesas Director seat on the Board of Directors, such Board of Directors seat shall remain vacant until such time as Renesas selects an individual to fill such seat in accordance with this Section 2.1(a), and during any period where such seat remains vacant, the Board of Directors nonetheless shall be deemed duly constituted.
The Renesas Director shall promptly resign from the Board of Directors if ▇▇▇▇▇▇▇ loses its right to nominate the Renesas Director pursuant to Section 2.1(a); and the Board of Directors shall have the ability to remove the Renesas Director if the Renesas Director fails to so promptly resign.
Each committee or subcommittee of the Board of Directors (collectively, the “Committees”) will regularly report to the Board of Directors (for the avoidance of doubt, including the Renesas Observer, if applicable) concerning the Committee’s activities at Committee meetings with respect to such matters as are relevant to the discharge of the responsibilities of the Committee and the Board of Directors.
This Agreement may not be amended, modified or supplemented without the written consent of the Company and Renesas.
In the event that a vacancy is created on the Board of Directors at any time due to the death, disability, retirement, resignation, or removal of the Renesas Director, then Renesas shall have the right to designate an individual, who meets the requirements of this Section 2.1(a) and subject to Section 2.1(c), to fill such vacancy to be appointed by the Board of Directors as promptly as practicable.
For the avoidance of doubt, the Company’s failure to comply with this Section 2.1(j) shall not affect in any way Renesas’ rights under this Agreement, including Renesas’ right to designate the Renesas Director.
The Renesas Director shall be covered as an insured by the Company’s directors and officers indemnity insurance coverage on customary terms consistent with the coverage for other non-executive directors, and the Company shall maintain in full force and effect directors’ and officers’ liability insurance in reasonable amounts from established and reputable insurers to the same extent it indemnifies and provides insurance for the non-executive members of the Board of Directors.
For so long as Renesas is entitled to designate a director for nomination to the Board of Directors under this Agreement, the Company shall maintain the total number of directors on its Board of Directors at eight (8) or more (including the Renesas Director and the Outside Director).
Until the Renesas Base Distribution Date (as defined in the Bankruptcy Plan), Renesas will not be entitled to receive shares of Common Stock upon conversion of Notes and no conversion of Notes held by Renesas shall take place.