Election and Replacement Sample Clauses
The 'Election and Replacement' clause defines the process by which a party or group is chosen for a specific role or responsibility, and how that party can subsequently be replaced if necessary. Typically, this clause outlines the criteria for selection, the authority responsible for making the election, and the procedures to follow if the elected party needs to be substituted, such as due to resignation, incapacity, or breach of duty. Its core practical function is to ensure continuity and clarity in the assignment of key roles, minimizing disruption and ambiguity if a change in personnel or representatives becomes necessary.
Election and Replacement. From and after the Effective Time until the date when all obligations under this Agreement have been discharged (including all indemnification obligations under Article VIII hereof and the payment of all Royalties or Milestones, if any), Company Stockholders who are entitled to receive in excess of [***]% of the Initial Merger Consideration (the “Super Majority”), may, from time to time upon written notice to the Stockholder Representative and Parent, remove any Stockholder Representative (including any appointed by Parent as provided below) or appoint a new Stockholder Representative to fill any vacancy created by the death, incapacitation, resignation or removal of any Stockholder Representative. If the Super Majority is required to but has not appointed a successor Stockholder Representative to fill any vacancy within [***] ([***]) Business Days from written notice from Parent to all Company Stockholders and a request by Parent to appoint a successor Stockholder Representative, Parent shall have the right to appoint a Stockholder Representative to fill any such vacancy from the Company Stockholders prior to the Merger, and shall use reasonable efforts to advise all Company Stockholders of such appointment by written notice; provided, however, that a Super Majority shall thereafter retain the right to remove the Stockholder Representative or appoint a new Stockholder Representative pursuant to this Section 2.12. A copy of any appointment by the Super Majority of any successor Stockholder Representative shall be provided to Parent promptly after such appointment has been effected. Each successor Stockholder Representative shall have all of the power, authority, rights and privileges conferred by this Agreement upon the original Stockholder Representative.
Election and Replacement. During the period ending upon the date when all obligations under this Agreement have been discharged (including all indemnification obligations pursuant to Article XI hereof), the holders of Shares who immediately prior to the Closing held Shares representing an aggregate number of Shares which exceeds 50% of the amount of such Shares outstanding immediately prior to the Closing (a "Majority") may from time to time upon written notice to the Sellers' Representative and Purchaser remove the Sellers' Representative or appoint a new Sellers' Representative to fill any vacancy created by the death, incapacitation, resignation or removal of the Sellers' Representative, and if the Sellers' Representative dies, becomes incapacitated, resigns or is removed by a Majority, the Majority shall appoint a successor Sellers' Representative to fill the vacancy so created. If the Majority is required to but has not appointed a successor Sellers' Representative within fifteen (15) business days from a request by Purchaser to appoint a successor Sellers' Representative, Purchaser shall have the right to appoint a Sellers' Representative to fill the vacancy so created, and shall advise all those who were holders of Shares immediately prior to the Closing of such appointment by written notice. A copy of any appointment by the Majority of any successor Sellers' Representative shall be provided to Purchaser promptly after it shall have been effected.
Election and Replacement. During the period ending upon the date when all obligations under this Agreement have been discharged (including all obligations pursuant to Section 10.02 hereof), holders of greater than 50% of the aggregate value of the Notes (a "Majority") may, from time to time upon written notice to the Stockholders' Representatives and Apertus, remove any of the Stockholders' Representatives or appoint one or more new Stockholders' Representatives to fill any vacancy created by the death, incapacitation, resignation or removal of one or both Stockholders' Representatives. Furthermore, if a Stockholders' Representative dies, becomes incapacitated, resigns or is removed by a Majority, the Majority shall appoint a successor Stockholders' Representative to fill the vacancy so created. If the Majority fails to appoint such successor within 10 business days after a request by Apertus to appoint such successor, the remaining Stockholders' Representative shall appoint such successor. If the remaining Stockholders' Representative does not appoint such successor within 15 business days after Apertus's initial request to the Majority to appoint such successor, then Apertus shall appoint such successor, and shall advise all Note holders of such appointment by written notice. A copy of any appointment by the Majority of the Stockholders' Representatives of any successor Stockholders' Representative shall be provided to Apertus promptly after it shall have been effected.
Election and Replacement. The Series D Holders may, by a majority vote and upon written notice to the Stockholders' Representative, the Parent and, if after the Closing, the Surviving Corporation, elect or remove the Stockholders' Representative or appoint a new Stockholders' Representative to fill any vacancy created by the death, incapacitation, resignation or removal of the Stockholders' Representative. If the Stockholders' Representative dies, becomes incapacitated, resigns or is removed pursuant to this Section 11.2, the Series D Holders will, by majority vote, appoint a successor Stockholders' Representative to fill the vacancy so created. If the Series D Holders fail to appoint such successor within 10 business days then the Parent or, if after the Closing, the Surviving Corporation may appoint such successor and will advise the Series D Holders of such appointment. Any replacement Stockholders' Representative must sign a consent to be bound by the terms of this Agreement.
Election and Replacement. 76 12.03 Authority............................................................76 12.04
Election and Replacement. 50 8.3 Authority...........................................................................50 8.4 No Liability of JMAR................................................................50 8.5 Stockholder/Noteholder Representative Liability.....................................51 8.6 Fees and Expenses of Stockholder/Noteholder Representative..........................51
Election and Replacement. If the Sellers’ Representative ceases to act as the Sellers’ Representative for any reason, the Sellers’ Representative or his agent shall immediately notify Buyer and Sellers in writing of such cessation and a majority of Sellers may appoint a successor Sellers’ Representative to fill the vacancy so created. If a majority of Sellers has not appointed a successor Sellers’ Representative within fifteen (15) days of receipt by Sellers of such notice, the Sellers’ Representative shall designate a temporary successor to serve until such time as the majority appoints a successor, and shall advise Buyer and each Seller of such appointment by written notice.
Election and Replacement. During the period commencing on the date hereof and terminating on the later to occur of (i) the date when all obligations of DTS, Merger Sub and the Company to the Stockholders under this Agreement have been discharged and (ii) the date when all obligations of the Stockholders to DTS, Merger Sub and the Company under this Agreement have been discharged, if the Stockholder Representative ceases to act as the Stockholder Representative for any reason, the Stockholder Representative or his agent shall immediately notify DTS, the Company and the Stockholders in writing of such cessation and the Stockholders who immediately before the Closing held a majority of the outstanding shares of Company Stock shall appoint a successor Stockholder Representative to fill the vacancy so created, provided that such successor Stockholder Representative shall be approved by DTS in its reasonable discretion.
Election and Replacement. From and after the Closing Date until the date when all obligations under this Agreement have been discharged (including all indemnification obligations under Article VII hereof), the Sellers who are entitled to receive in excess of 50% of the Transaction Consideration (the “Majority”), may, from time to time upon written notice to the Sellers’ Representative and Buyer, remove any Sellers’ Representative (including any appointed by Buyer as provided below) or appoint a new Sellers’ Representative to fill any vacancy created by the death, incapacitation, resignation or removal of any Sellers’ Representative. In the event of a vacancy, the Sellers will promptly appoint a successor Sellers’ Representative hereunder. A copy of any appointment by the Majority of any successor Sellers’ Representative shall be provided to Buyer promptly after it shall have been effected. Each successor Sellers’ Representative shall have all of the power, authority, rights and privileges conferred by this Agreement upon the original Sellers’ Representative, and the term “Sellers’ Representative” as used herein shall be deemed to include any successor Sellers’ Representative.
Election and Replacement. From and after the execution of this Agreement until the date when all obligations under this Agreement have been discharged (including all indemnification obligations under ARTICLE IX), a Majority of Sellers may, from time to time upon written notice to the Holder Representative and Biota, (i) remove any Holder Representative (including any Holder Representative appointed by Biota as provided below) or (ii) appoint a new Holder Representative to fill any vacancy created by the death, incapacitation, resignation or removal of any Holder Representative. If a Majority of Sellers is required to but has not appointed a successor Holder Representative to fill any vacancy within thirty (30) days after Biota has sent a written notice to a Majority of Sellers requesting that they appoint a successor Holder Representative, Biota shall have the right to appoint a Holder Representative to fill any such vacancy; provided, however, that a Majority of Sellers shall thereafter retain the right to remove the Holder Representative or appoint a new Holder Representative pursuant to this Section 11.5(b). A copy of any appointment by a Majority of Sellers of any successor Holder Representative shall be provided to Biota promptly after it shall have been effected. Each successor Holder Representative shall have all of the power, authority, rights and privileges conferred by this Agreement upon the original Holder Representative, and the term “Holder Representative” as used herein shall be deemed to include any successor Holder Representative.