Replacement Directors. If at any time during the Standstill Period, Xxxxxx or Xxxxxxx is unable or unwilling to serve as a director of the Company, the Shareholder Group and the Board (excluding Xxxxxx and Xxxxxxx) shall appoint a mutually agreeable replacement for Xxxxxx or Xxxxxxx, as applicable (in which case all references in this Agreement to “Xxxxxx” or “Xxxxxxx” shall refer to such person’s replacement), within 90 days of Xxxxxx or Xxxxxxx validly tendering his resignation from the Board.
Appears in 2 contracts
Samples: Agreement (Ruby Tuesday Inc), Agreement (Becker Drapkin Management, L.P.)
Replacement Directors. If Provided that a Shareholder Group Event has not occurred, if, at any time during the Standstill Period, Xxxxxx or Xxxxxxx is unable or unwilling to serve as a director of the Company, then the Board (excluding Xxxxxxx) shall appoint a replacement for Xxxxxxx mutually agreeable to the Shareholder Group and the Board (excluding Xxxxxx and Xxxxxxx) shall appoint a mutually agreeable replacement for Xxxxxx or Xxxxxxx, as applicable within ninety (90) days of Xxxxxxx validly tendering his resignation from the Board (in which case all references in this Agreement to “Xxxxxx” or “Xxxxxxx” with respect to Xxxxxxx’x rights and obligations as a director shall refer to such person’s replacement, as applicable), within 90 days of Xxxxxx or Xxxxxxx validly tendering his resignation from the Board.
Appears in 1 contract
Samples: Agreement (Comverse, Inc.)
Replacement Directors. If at any time during the Standstill Period, Xxxxxx or Xxxxxxx is unable or unwilling to serve as a director of the Company, the Shareholder Group BD and the Board (excluding Xxxxxx and Xxxxxxx) shall appoint a mutually agreeable replacement for Xxxxxx or Xxxxxxx, as applicable (in which case all references in this Agreement to “Xxxxxx” or “Xxxxxxx” shall refer to such person’s replacement), who is mutually agreeable to BD and the Board, within 90 days of Xxxxxx or Xxxxxxx validly tendering his resignation from the Board.
Appears in 1 contract
Samples: Agreement (Ruby Tuesday Inc)