Ceasing to be a Director Clause Samples
The 'Ceasing to be a Director' clause defines the circumstances under which an individual will no longer hold the position of director within a company. Typically, this clause outlines specific events such as resignation, removal by shareholders, disqualification under law, or incapacity that result in a director's departure from the board. By clearly specifying these conditions, the clause ensures transparency and consistency in board composition, helping to prevent disputes and maintain effective corporate governance.
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Ceasing to be a Director. If the Participant ceases to be a Director (and, if the Participant is a director of any of the subsidiaries of the Company, the Participant also ceases to be a director of any such subsidiary) of the Company for any reason other than those specified in s. 1.10 hereof, the Participant shall have the right for a period of one (1) year (or until the normal expiry date of the Option if earlier) from the date of ceasing to be a director to exercise the Option with respect to such of the Shares that were, in accordance with s. 1.03 hereof, exercisable on the date of ceasing to be a director of the Company and its subsidiaries. Upon the expiration of such one (1) year period all unexercised option rights of the Participant shall immediately become terminated and shall lapse notwithstanding the original term of the Option. This s.
Ceasing to be a Director. 15.1 Except with the prior approval of the Board, or as provided in the articles of association of any Group Company of which he is a director, the Employee shall not resign as a director of any Group Company.
15.2 If during the Appointment the Employee ceases to be a director of any Group Company (otherwise than by reason of his death, resignation or disqualification pursuant to the articles of association of the relevant Group Company, as amended from time to time, or by statute or court order) the Appointment shall continue with the Employee as an employee only and the terms of this agreement (other than those relating to the holding of the office of director) shall continue in full force and effect. The Employee shall have no claims in respect of such cessation of office.
Ceasing to be a Director. 1. Except with the prior approval of the Board, or as provided in the articles of association of any Group Company of which he is a director, the Employee shall not resign as a director of any Group Company.
2. If during the Appointment the Employee ceases to be a director of any Group Company (otherwise than by reason of his death, resignation or disqualification pursuant to the articles of association of the relevant Group Company, as amended from time to time, or by statute or court order) the Appointment shall continue with the Employee as an employee only and the terms of this Agreement (other than those relating to the holding of the office of director) shall continue in full force and effect. The Employee shall have no claims in respect of such cessation of office.
3. The Employee shall, with respect to any period during which he is a member of the Board (and, to the extent coverage is available at commercially reasonable costs, for six years thereafter), be entitled to be covered by a policy of directors' and officers' liability insurance on terms no less favourable than those in place from time to time for other members of the Board.
Ceasing to be a Director. 29.1 Except with the prior approval of the Board or the ListCo Board, or as provided in the articles of association or bylaws (as applicable) of any Group Company of which the Executive is a director, the Executive shall not resign as a director of any Group Company.
29.2 If during the Employment the Executive ceases to be a director of any Group Company (otherwise than by reason of his death, resignation from employment or disqualification pursuant to the articles of association or bylaws of the relevant Group Company, as amended from time to time, or by statute or court order) the Employment shall continue with the Executive as an employee only and the terms of this agreement (other than those relating to the holding of the office of director) shall continue in full force and effect. The Executive shall have no claims in respect of such cessation of office.
Ceasing to be a Director. A director ceases to be a director when:
(1) the term of office of the director expires;
(2) the director dies;
(3) the director resigns as a director by notice in writing provided to the Company or a lawyer for the Company; or
(4) the director is removed from office pursuant to Articles 14.10 or 14.11.
Ceasing to be a Director. A director ceases to be a director when:
Ceasing to be a Director. 18.1 Except with the prior approval of the board of the Company, or as provided in the articles of association of the Company or any Group Company, you shall not resign as an officer and/or director of the Company or any Group Company.
18.2 If during your Appointment you cease to be a director of the Company or any Group Company, as applicable, (otherwise than by reason of your death, resignation or disqualification pursuant to the articles of association of the Company or the relevant Group Company, as amended from time to time, or by statute or court order) the Appointment shall continue with you as an employee only and the terms of this Agreement (other than those relating to the holding of the office of director) shall continue in full force and effect. You shall have no claims in respect of such cessation of office.
18.3 On the termination of the Appointment howsoever caused (or upon the Company having exercised its rights under clause 16.1), you shall at the request of the Company resign forthwith without claim for compensation from all offices and/or directorships held by you in the Company and/or any Group Company and you irrevocably authorise the Company to appoint any person in your name and on your behalf to sign any document and/or do anything needed to give effect to your obligations under this clause.
Ceasing to be a Director. If Optionee ceases to be a Director ------------------------ of the Company for any reason, including resignation, removal or expiration of term, the unvested portion of the Option shall immediately terminate and the vested portion of the Option shall terminate one (1) year from the date that Optionee ceases to be a Director.
Ceasing to be a Director. 9.1 Except as may otherwise be agreed with the Board, or as provided in the articles of association of the Company of which she is a director, the Director shall not resign as a director unless she has given the Company six months prior written notice of her intention to resign.
Ceasing to be a Director. Except with the prior approval of the Board, or as provided in the articles of association of the Company of which you are a director, you shall not resign as a director of the Company. If during the Appointment you cease to be a director of the Company (otherwise than by reason of your death, resignation or disqualification pursuant to the articles of association of the Company, as amended from time to time, or by statute or court order) the Appointment shall continue with you as an employee only and the terms of this agreement (other than those relating to the holding of the office of director) shall continue in full force and effect. You shall have no claims in respect of such cessation of office. Notwithstanding 82, we may, in our sole and absolute discretion, terminate the Appointment at any time and with immediate effect by notifying you that we are exercising our right under this 2927.1 and that we will make within 28 days a payment in lieu of notice (Payment in Lieu) to you. This Payment in Lieu will be equal to the basic salary (as at the date of termination) which you would have been entitled to receive under this agreement during the notice period referred to at 82 (or, if notice has already been given, during the remainder of the notice period) less income tax and National Insurance contributions. For the avoidance of doubt, the Payment in Lieu shall not include any element in relation to: any bonus or commission payments that might otherwise have been due during the period for which the Payment in Lieu is made; any payment in respect of benefits which you would have been entitled to receive during the period for which the Payment in Lieu is made; and any payment in respect of any holiday entitlement that would have accrued during the period for which the Payment in Lieu is made. We may pay any sums due under 2927.1 in equal monthly instalments until the date on which the notice period referred to at 82 would have expired if notice had been given. You shall be obliged to seek alternative income during this period and to notify us of any income so received. The instalment payments shall then be reduced by the amount of such income. You shall have no right to receive a Payment in Lieu unless we have exercised our discretion in 2927.1. Nothing in this 2927 shall prevent us from terminating the Appointment in breach. Notwithstanding 2927.1 you shall not be entitled to any Payment in Lieu if we would otherwise have been entitled to terminate the ...