Common use of Replacement Directors Clause in Contracts

Replacement Directors. If at any time during the Restricted Period any Xxxxx Trust Nominee refuses to serve, or is unable or unwilling to serve as a director of the Company as a result of such Xxxxx Trust Nominee’s death, incapacity, or otherwise, then the Xxxxx Trust Parties shall be entitled to designate another individual as a replacement Xxxxx Trust Nominee subject to the consent of the Company, such consent not to be unreasonably withheld, delayed or conditioned (any such replacement Xxxxx Trust Nominee, a “Replacement Xxxxx Trust Nominee”), and such Replacement Xxxxx Trust Nominee shall be deemed a Xxxxx Trust Nominee for all purposes of this Agreement; provided, however, that the Company’s objection to a proposed Replacement Xxxxx Trust Nominee shall be deemed reasonable only if, (i) such individual is an officer or director of a financial institution operating in any MSA in which the Company then currently operates a full service bank branch, or (ii) such individual does not meet all other criteria for board membership as established by the Board’s Nominating and Governance Committee applicable to all directors generally. In proposing an individual as a Replacement Xxxxx Trust Nominee pursuant to the immediately preceding sentence, the Xxxxx Trust Parties shall provide the Company with such information regarding such individual as would be required to nominate such individual as a director pursuant to Section 2.14 of Article 2 of the Company’s Bylaws. In the event of the death, resignation or retirement from the Board of any Xxxxx Trust Nominee during the Restricted Period, the Board shall, as promptly thereafter as practicable, cause such Xxxxx Trust Nominee to be replaced with a Replacement Xxxxx Trust Nominee.

Replacement Directors. If at (a) either of Messrs. Xxxxxxx or Major (or any time during the Restricted Period any Xxxxx Trust Nominee refuses to serve, or Replacement Director (as defined below) replacing either individual) is unable or unwilling to serve as a director or ceases to be a director, resigns as a director or is removed as a director prior to the expiration of the Company Restricted Period (as defined below) and (b) at such time the Lion Point Group beneficially owns shares (which shares are determined to be Net Long Shares (as defined below)) representing in the aggregate at least the lesser of 5% of Company's then outstanding common stock and 6,168,284 shares (subject to adjustment for stock splits, reclassifications, combinations and similar adjustments) (such amount the "Minimum Ownership Threshold"), then Lion Point will have the ability to recommend one or more replacement director candidates in accordance with this paragraph 5 (any such replacement director candidate, when appointed to the Board, will be referred to as a result of such Xxxxx Trust Nominee’s death, incapacity, or otherwise, then the Xxxxx Trust Parties shall “Replacement Director”). Any Replacement Director must (i) be entitled to designate another individual as a replacement Xxxxx Trust Nominee subject reasonably acceptable to the consent of the Company, Board (such consent acceptance not to be unreasonably withheld); (ii) qualify as “independent” pursuant to Nasdaq Stock Market listing standards; (iii) have the relevant financial and business experience to be a director of Company; (iv) satisfy the publicly disclosed guidelines and policies with respect to service on the Board; and (v) be independent of Lion Point (for the avoidance of doubt, delayed the nomination by Lion Point of such person to serve on the board of any other company will not (in and of itself) cause such person to not be deemed independent of Lion Point). The Nominating and Governance Committee will make its determination and recommendation regarding whether a proposed Replacement Director meets the foregoing criteria within 10 business days after (A) such proposed Replacement Director has submitted to Company a fully completed copy of Company’s standard director & officer questionnaire; and (B) representatives of the Board have conducted one or conditioned (more customary interviews of such proposed Replacement Director. Company will use its reasonable best efforts to conduct any interviews contemplated by this paragraph 5 as promptly as practicable, but in any case, assuming reasonable availability of the proposed Replacement Director, within 10 business days after Lion Point’s submission of such proposed Replacement Director. If the Nominating and Governance Committee does not accept a person recommended by Lion Point as the Replacement Director, then Lion Point will have the right to recommend additional replacement Xxxxx Trust Nomineedirector candidates whose appointment will be subject to the Nominating and Governance Committee recommending such person in accordance with the procedures described above. Upon the recommendation of a proposed Replacement Director by the Nominating and Governance Committee, the Board will vote on the appointment of such proposed Replacement Director to the Board no later than five business days after the Nominating and Governance Committee’s recommendation of such proposed Replacement Director. If the Board does not appoint a “proposed Replacement Xxxxx Trust Nominee”)Director to the Board pursuant to this paragraph 5, then the Parties will continue to follow the procedures of this paragraph 5 until a Replacement Director is elected to the Board. Upon a Replacement Director’s appointment to the Board, the Board and all applicable committees of the Board will take all necessary action to appoint such Replacement Xxxxx Trust Nominee shall Director to any committee of the Board of which the replaced director was a member immediately prior to such director’s resignation or removal. Effective upon the appointment of a Replacement Director to the Board, such Replacement Director will be deemed considered a Xxxxx Trust Nominee New Director for all purposes of this Agreement; provided, however, . It is agreed that Xxxxx Xxx is acceptable to the Company’s objection to a proposed Replacement Xxxxx Trust Nominee shall be deemed reasonable only if, (i) such individual is an officer or director of a financial institution operating in any MSA in which the Company then currently operates a full service bank branch, or (ii) such individual does not meet all other criteria for board membership as established by the Board’s Nominating and Governance Committee applicable to all directors generally. In proposing an individual and the Board for purposes of being selected as a Replacement Xxxxx Trust Nominee pursuant to the immediately preceding sentence, the Xxxxx Trust Parties shall provide the Company with such information regarding such individual as would be required to nominate such individual as a director pursuant to Section 2.14 of Article 2 of the Company’s Bylaws. In the event of the death, resignation or retirement from the Board of any Xxxxx Trust Nominee during the Restricted Period, the Board shall, as promptly thereafter as practicable, cause such Xxxxx Trust Nominee to be replaced with a Replacement Xxxxx Trust NomineeDirector.

Replacement Directors. If at any time during the Restricted Period any Xxxxx Trust Investor Nominee refuses to serve, or is unable or unwilling to serve as a director of the Company as a result of such Xxxxx Trust Investor Nominee’s death, incapacity, or otherwise, but specifically excluding failure to be elected at the 2008 Annual Meeting, then the Xxxxx Trust Parties Investors shall be entitled to designate another individual as a replacement Xxxxx Trust Investor Nominee subject to the consent of the Company, such consent not to be unreasonably withheld, delayed or conditioned (any such replacement Xxxxx Trust Investor Nominee, a “Replacement Xxxxx Trust Nominee”), and such Replacement Xxxxx Trust Nominee shall be deemed a Xxxxx Trust Investor Nominee for all purposes of this Agreement; provided, however, that the Company’s objection to a proposed Replacement Xxxxx Trust Nominee shall be deemed reasonable only if, among other reasonable bases for objection, (i) such individual is an officer or director of a financial institution operating in any MSA in company or organization which derives more than twenty (20%) percent of its revenues or profits, on a consolidated basis, from the Company then currently operates a full service bank branchdevelopment, ownership, management or licensing of hotels, resorts, motels, theme parks, water parks, or similar hospitality or entertainment-oriented enterprise, and (ii) such individual does not meet all other criteria for board membership as established by the Board’s Nominating and Governance Committee applicable to all directors generally. In proposing an individual as a Replacement Xxxxx Trust Nominee pursuant to the immediately preceding sentence, the Xxxxx Trust Parties Investors shall provide the Company with such information regarding such individual as would be required to nominate such individual as a director pursuant to Section 2.14 10 of Article 2 of the Company’s Bylaws. In the event of the death, resignation or retirement from the Board of any Xxxxx Trust Investor Nominee during the Restricted Period, the Board shall, as promptly thereafter as practicable, cause such Xxxxx Trust Investor Nominee to be replaced with a Replacement Xxxxx Trust Nominee.

Replacement Directors. If at any time during the Restricted Period any Xxxxx Trust HCP Investor Nominee refuses to serve, or is unable or unwilling to serve as a director of the Company as a result of such Xxxxx Trust HCP Investor Nominee’s death, incapacity, failure to be elected at the 2008 Annual Meeting or otherwise, then (i) the Xxxxx Trust Parties HCP Investors shall be entitled to designate another individual either Axxxx X. Xxxxxx and Gxxxxxx Xxxxx as a replacement Xxxxx Trust HCP Investor Nominee subject or (ii) if neither Mx. Xxxxxx nor Mr. Shove is willing or available to serve, then the HCP Investors shall select another replacement HCP Investor Nominee subject, in the case of this clause (ii), to the consent of the Company, such consent not to be unreasonably withheld, delayed or conditioned (any such replacement Xxxxx Trust NomineeHCP Investor Nominee selected in accordance with clause (i) or (ii), a “Replacement Xxxxx Trust HCP Nominee”), and such Replacement Xxxxx Trust HCP Nominee shall be deemed a Xxxxx Trust an HCP Investor Nominee for all purposes of this Agreement; provided, however, that the Company’s objection to a proposed Replacement Xxxxx Trust Nominee shall be deemed reasonable only if, (i) such individual is an officer or director of a financial institution operating in any MSA in which the Company then currently operates a full service bank branch, or (ii) such individual does not meet all other criteria for board membership as established by the Board’s Nominating and Governance Committee applicable to all directors generally. In proposing an individual as a Replacement Xxxxx Trust HCP Nominee pursuant to clause (ii) of the immediately preceding sentence, the Xxxxx Trust Parties HCP Investors shall provide the Company with such information regarding such individual as would be required to nominate such individual as a director pursuant to Section 2.14 7 of Article 2 I of the Company’s BylawsBy-laws. In the event of the death, resignation resignation, retirement or retirement removal from the Board of any Xxxxx Trust HCP Investor Nominee during the Restricted Period, the Board shall, as promptly thereafter as practicable, cause such Xxxxx Trust HCP Investor Nominee to be replaced with a Replacement Xxxxx Trust HCP Nominee.

Replacement Directors. If at any time of the members of the Reconstituted Board ceases to serve as a director for any reason during the Restricted Period Standstill Period, the Parties agree that the Nominating Committee shall be solely responsible for identifying replacement candidates for nomination or appointment to the Board; provided, however, that during the Standstill Period, if any Xxxxx Trust Nominee refuses to serve, or is of the Iroquois Appointees shall be unable or unwilling to serve as a member of the Board for any reason and at such time the Iroquois Parties have an aggregate beneficial ownership (as determined under Rule 13d-3 promulgated under the Exchange Act) in the Company’s Common Stock totaling at least 2% of the Company’s Common Stock issued and outstanding (the “Minimum Ownership Percentage”), the Iroquois Parties shall be solely entitled to designate a person to serve as a replacement on the Board for such Iroquois Appointee and, following the Company’s receipt of the Iroquois Parties’ written designation of such person, the Board shall promptly appoint such person to the Board and nominate such person for election to the Board at any Applicable Meeting in the place of such Iroquois Appointee, subject only to (i) such person’s (a) consenting to serve as a member of the Board, (b) qualifying as “independent” pursuant to the Nasdaq rules and (c) having the relevant financial and business experience to be a director of the Company as a result of such Xxxxx Trust Nominee’s death, incapacity, or otherwise, then the Xxxxx Trust Parties (which determinations shall be entitled to designate another individual made reasonably and in good faith by the Nominating Committee) and (ii) the Iroquois Parties’ having an aggregate beneficial ownership (as determined under Rule 13d-3 promulgated under the Exchange Act) in the Company’s Common Stock totaling at least the Minimum Ownership Percentage. If and when such person becomes a replacement Xxxxx Trust Nominee subject to the consent director of the CompanyBoard in accordance with this Section 1(b), such consent not to be unreasonably withheld, delayed or conditioned (any such replacement Xxxxx Trust Nominee, a “Replacement Xxxxx Trust Nominee”), and such Replacement Xxxxx Trust Nominee director shall be deemed a Xxxxx Trust Nominee an Iroquois Appointee for all purposes of this Agreement; provided, however, . The Parties further agree that the CompanyBoard and any applicable committees of the Board shall take all actions to cause any replacement directors to be appointed to any committee on which any such replaced director served immediately prior to the cessation of such replaced director’s objection to a proposed Replacement Xxxxx Trust Nominee shall be deemed reasonable only if, (i) such individual is an officer or director of a financial institution operating in any MSA in which the Company then currently operates a full service bank branch, or (ii) such individual does not meet all other criteria for board membership as established by on the Board’s Nominating and Governance Committee applicable to all directors generally. In proposing an individual as a Replacement Xxxxx Trust Nominee pursuant to the immediately preceding sentence, the Xxxxx Trust Parties shall provide the Company with such information regarding such individual as would be required to nominate such individual as a director pursuant to Section 2.14 of Article 2 of the Company’s Bylaws. In the event of the death, resignation or retirement from the Board of any Xxxxx Trust Nominee during the Restricted Period, the Board shall, as promptly thereafter as practicable, cause such Xxxxx Trust Nominee to be replaced with a Replacement Xxxxx Trust Nominee.

Replacement Directors. If at any time during prior to the Restricted Period any Xxxxx Trust Company’s 2014 Annual Meeting of Shareholders (the “2014 Annual Meeting”) the Barington Nominee refuses to serve, or is unable or unwilling to serve (or continue to serve) as a director of the Company as a result of such Xxxxx Trust Nominee’s death, incapacity, or otherwisefor any reason, then the Xxxxx Trust Parties Barington Group shall be entitled to designate another individual as a replacement Xxxxx Trust Barington Nominee subject to the consent of the Company, such consent not to be unreasonably withheld, delayed or conditioned (any such replacement Xxxxx Trust NomineeBarington Nominee selected in accordance with this Section 2.1(g), a “Replacement Xxxxx Trust Nominee”), and such Replacement Xxxxx Trust Nominee shall be deemed a Xxxxx Trust Barington Nominee for all purposes of this Agreement; provided, however, that the Company’s objection to a proposed Replacement Xxxxx Trust Nominee shall be deemed reasonable only if, (i) such individual is an officer or director of a financial institution operating in any MSA in which the Company then currently operates a full service bank branch, or (ii) such individual does not meet all other criteria for board membership as established by the Board’s Nominating and Governance Committee applicable to all directors generally. In proposing an individual as a Replacement Xxxxx Trust Nominee pursuant to the immediately preceding sentencethis Section 2.1(g), the Xxxxx Trust Parties Barington Group shall provide the Company with such information regarding such individual as would be required to nominate such individual as a director pursuant to Article V, Section 2.14 of Article 2 5.11 of the Company’s BylawsBy-laws and any other information reasonably requested by the Company consistent with its practice with other directors. Notwithstanding the foregoing, the Barington Group will not be entitled to designate a particular Replacement Nominee pursuant to this Section 2.1(g) in the event that the Board or the Nominating Committee reasonably determines that (i) the appointment or election of such Replacement Nominee to the Board would cause the Company to not be in compliance with Applicable Law, (ii) such Replacement Nominee has been involved in any of the events enumerated in Item 2(d) or (e) of Schedule 13D under the Exchange Act or Item 401(f) of Regulation S-K under the Securities Act of 1933, as amended, or is subject to any Order of any Governmental Authority prohibiting service as a director of any public company, (iii) such Replacement Nominee does not satisfy the director eligibility requirements applicable to the other members of the Board or (iv) such Replacement Nominee is not reasonably acceptable to the Board or Nominating Committee. In the event any such case described in clauses (i) through (iv) of the death, resignation or retirement from the Board of any Xxxxx Trust Nominee during the Restricted Periodimmediately preceding sentence, the Board shall, as promptly thereafter as practicable, cause Barington Group will withdraw the designation of such Xxxxx Trust proposed Replacement Nominee and be permitted to designate a replacement therefor (which Replacement Nominee will also be replaced with a Replacement Xxxxx Trust Nomineesubject to the requirements of this Section 2.1(g)).

Replacement Directors. If at any time during the Restricted Period any Xxxxx Trust HCP Investor Nominee refuses to serve, or is unable or unwilling to serve as a director of the Company as a result of such Xxxxx Trust HCP Investor Nominee’s death, incapacity, failure to be elected at the 2008 Annual Meeting or otherwise, then (i) the Xxxxx Trust Parties HCP Investors shall be entitled to designate another individual either Xxxxx X. Xxxxxx and Xxxxxxx Xxxxx as a replacement Xxxxx Trust HCP Investor Nominee subject or (ii) if neither Xx. Xxxxxx nor Mr. Shove is willing or available to serve, then the HCP Investors shall select another replacement HCP Investor Nominee subject, in the case of this clause (ii), to the consent of the Company, such consent not to be unreasonably withheld, delayed or conditioned (any such replacement Xxxxx Trust NomineeHCP Investor Nominee selected in accordance with clause (i) or (ii), a “Replacement Xxxxx Trust HCP Nominee”), and such Replacement Xxxxx Trust HCP Nominee shall be deemed a Xxxxx Trust an HCP Investor Nominee for all purposes of this Agreement; provided, however, that the Company’s objection to a proposed Replacement Xxxxx Trust Nominee shall be deemed reasonable only if, (i) such individual is an officer or director of a financial institution operating in any MSA in which the Company then currently operates a full service bank branch, or (ii) such individual does not meet all other criteria for board membership as established by the Board’s Nominating and Governance Committee applicable to all directors generally. In proposing an individual as a Replacement Xxxxx Trust HCP Nominee pursuant to clause (ii) of the immediately preceding sentence, the Xxxxx Trust Parties HCP Investors shall provide the Company with such information regarding such individual as would be required to nominate such individual as a director pursuant to Section 2.14 7 of Article 2 I of the Company’s BylawsBy-laws. In the event of the death, resignation resignation, retirement or retirement removal from the Board of any Xxxxx Trust HCP Investor Nominee during the Restricted CUSIP No. 000000000 Period, the Board shall, as promptly thereafter as practicable, cause such Xxxxx Trust HCP Investor Nominee to be replaced with a Replacement Xxxxx Trust HCP Nominee.

Replacement Directors. If at In the event that any time during Warburg Pincus Director, Non-Employee Warburg Pincus Director or Mubadala Director, as applicable, designated in the Restricted Period any Xxxxx Trust Nominee refuses manner set forth in Section 2(a) hereof is unable to serve, or once having commenced to serve, is unable removed or unwilling withdraws from the Board (a “Withdrawing Director”), such Withdrawing Director’s replacement (the “Substitute Director”) will be designated by Warburg Pincus or Mubadala, as applicable, so long as they continue to serve as have the right to appoint a director of the Company as a result of such Xxxxx Trust Nominee’s death, incapacity, or otherwise, then the Xxxxx Trust Parties shall be entitled to designate another individual as a replacement Xxxxx Trust Nominee subject to the consent of the Company, such consent not to be unreasonably withheld, delayed or conditioned (under Section 2(a); provided that any such replacement Xxxxx Trust Nominee, a “Replacement Xxxxx Trust Nominee”), and such Replacement Xxxxx Trust Nominee Non-Employee Warburg Pincus Director shall (a) not be deemed a Xxxxx Trust Nominee for all purposes an employee of this Agreement; provided, however, that the Company’s objection to a proposed Replacement Xxxxx Trust Nominee shall be deemed reasonable only ifWarburg Pincus or any of its Affiliates, (ib) such individual is an officer or director be Independent (as defined below) and (z) be the Chair of a financial institution operating in any MSA in which the Company then currently operates a full service bank branch, or (ii) such individual does not meet all other criteria for board membership as established by Audit Committee of the Board’s Nominating and Governance Committee applicable to all directors generally. In proposing an individual as a Replacement Xxxxx Trust Nominee pursuant to the immediately preceding sentence, the Xxxxx Trust Parties shall provide the Company with such information regarding such individual as would be required to nominate such individual as a director pursuant to Section 2.14 of Article 2 of the Company’s Bylaws. In the event that any Independent Director serving on the Board is unable to serve, or once having commenced to serve, is removed or withdraws from the Board, such former Independent Director’s replacement will be designated by and meet the same criteria as set forth in Section 2(a)(i)(C)(B). The Investors, the Key Common Holders and the Company agree to take all action within their respective power, including but not limited to, the voting of (or acting by written consent with respect to) all capital stock of the deathCompany Owned by them (i) to cause the election of such Substitute Director or such replacement Independent Director promptly following his or her nomination pursuant to this Section 2(b) and (ii) upon the written request of Warburg Pincus (with respect to the Warburg Pincus Director and the Non-Employee Warburg Pincus Director only), resignation Mubadala (with respect to the Mubadala Director only) or retirement from the Board holders of a majority of the Preferred Stock and Common Stock, voting together as a single class on an as-converted basis (with respect to any Xxxxx Trust Nominee during the Restricted PeriodIndependent Director only), as applicable, to remove, with or without cause, any Warburg Pincus Director, the Board shallNon- Employee Warburg Pincus Director, the Mubadala Director or any Independent Director, as promptly thereafter as practicable, cause such Xxxxx Trust Nominee to be replaced with a Replacement Xxxxx Trust Nomineeapplicable.

Replacement Directors. If at (i) During the Standstill Period, if Xx. Xxxx (or any time during the Restricted Period any Xxxxx Trust Nominee refuses to serve, or Ling Replacement Director (as defined below)) is unable or unwilling to serve as a director of the Company (including as a result of such Xxxxx Trust Nominee’s deathnot being elected at any annual meeting), incapacity, or otherwise, then the Xxxxx Trust Parties shall be entitled to designate another individual resigns as a replacement Xxxxx Trust Nominee subject director or is removed as a director, JDS1, LLC (“JDS1”) shall have the ability to the consent of the Company, such consent not recommend a substitute person to be unreasonably withheld, delayed replace Xx. Xxxx (or conditioned any Ling Replacement Director) in accordance with this Section 1(c)(i) (any such replacement Xxxxx Trust Nominee, a director shall be referred to as the “Ling Replacement Xxxxx Trust NomineeDirector”). Each candidate for Ling Replacement Director recommended by JDS1 must qualify as an “independent director” for purposes of the listing qualification rules of the Nasdaq Stock Market. The Governance and Nominating Committee shall consider the qualifications and background of such candidate and make its determination and recommendation regarding whether such candidate is suitable for the Board within five (5) business days after such candidate has submitted to the Company any documentation required by Section 1(a) herein. In the event the Governance and Nominating Committee does not accept a substitute person recommended by JDS1 as the Ling Replacement Director (given that the Governance and Nominating Committee cannot unreasonably withhold its consent), and such Replacement Xxxxx Trust Nominee JDS1 shall have the right to recommend additional substitute person(s) whose appointment shall be deemed subject to the Governance and Nominating Committee recommending such person in accordance with the procedures described above. Upon the recommendation of a Xxxxx Trust Nominee for all purposes Ling Replacement Director candidate by the Governance and Nominating Committee, the Board shall review, approve and vote on the appointment of this Agreementsuch Ling Replacement Director to the Board no later than five (5) business days after the Governance and Nominating Committee’s recommendation of such Ling Replacement Director; provided, however, that if the Company’s objection Board does not approve and appoint such Ling Replacement Director to the Board, the Parties shall continue to follow the procedures of this Section 1(c)(i) until a proposed Ling Replacement Xxxxx Trust Nominee Director is approved and appointed to the Board. Notwithstanding the foregoing, if JDS1 has followed the procedures set forth in this Section 1(c)(i) four times to replace Xx. Xxxx (or any Ling Replacement Director), the fourth candidate for Ling Replacement Director recommended by JDS1 shall be deemed reasonable only ifapproved and appointed to the Board by the Board no later than five (5) business days after recommendation by JDS1, (i) unless the Board reasonably and in good faith determines that such individual is an officer or director candidate lacks the appropriate experience to act as a member of the board of directors of a financial institution operating public company in any MSA the industry in which the Company then currently operates a full service bank branch, or (ii) such individual does not meet all other criteria for board membership as established by the Board’s Nominating and Governance Committee applicable to all directors generally. In proposing an individual as a Replacement Xxxxx Trust Nominee pursuant to the immediately preceding sentence, the Xxxxx Trust Parties shall provide the Company with such information regarding such individual as would be required to nominate such individual as a director pursuant to Section 2.14 of Article 2 of the Company’s Bylaws. In the event of the death, resignation or retirement from the Board of any Xxxxx Trust Nominee during the Restricted Period, the Board shall, as promptly thereafter as practicable, cause such Xxxxx Trust Nominee to be replaced with a Replacement Xxxxx Trust Nomineeoperates.