Replacement Directors Sample Clauses
The Replacement Directors clause outlines the process for appointing new directors to a company's board when a current director resigns, is removed, or is otherwise unable to continue serving. Typically, this clause specifies who has the authority to nominate or approve a replacement, such as the remaining board members or a particular shareholder group, and may set out timelines or qualifications for the new appointee. Its core function is to ensure continuity in the company's governance by providing a clear and efficient method for filling board vacancies, thereby minimizing disruption and maintaining effective oversight.
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Replacement Directors. (i) Following the date of this Agreement, if any Investor Group Appointee is unable or unwilling to serve as a director for any reason, then the Investor Group shall have the ability within thirty (30) days of such Investor Group Appointee’s departure from the Board to recommend a substitute person to replace such Investor Group Appointee, in accordance with, and subject to, this Section 1(d).
(ii) Except as otherwise specified in this Agreement, if a replacement Director (a “Replacement Director”) is appointed to the Board pursuant to this Section 1(d), all references in this Agreement to the terms “Investor Group Appointee,” “Investor Group Appointees,” “Investor Group Independent Appointee” or “Velan Principal Appointee” will include such Replacement Director(s), as applicable.
(iii) The appointment of any Replacement Director shall be subject to (A) the execution and delivery by such Replacement Director of (x) a fully completed copy of the Company’s standard director and officer questionnaire and other reasonable and customary director onboarding documentation required by the Company in connection with the appointment or election of all new non-management Board members, (y) a written acknowledgment that such Replacement Director agrees to be bound by all Company Policies and (z) the Replacement Director Irrevocable Letter of Resignation in the form attached as Exhibit B hereto, (B) such Replacement Director qualifying as “independent” pursuant to SEC rules and regulations and applicable stock exchange listing standards, (C) in the case of a Replacement Director for the Investor Group Independent Appointee only, such Replacement Director not being a current or former employee or controlled Affiliate of any member of the Investor Group, and (D) the Board determining such Replacement Director to be reasonably acceptable (such acceptance not to be unreasonably withheld).
(iv) The Nominating Committee, acting reasonably and in good faith, shall make its determination and recommendation regarding whether any candidate for Replacement Director so qualifies within five (5) Business Days after such candidate has submitted to the Company the documentation required by this Section 1(d). If the Nominating Committee does not accept a substitute person recommended by the Investor Group as a Replacement Director, then the Investor Group will have the right to recommend additional substitute person(s) whose appointment will be subject to the Nominating Committee reco...
Replacement Directors. During such time as the right of either the PCP Entities or Trace to nominate directors is reduced or suspended pursuant to Section 2.5 or 2.6, the Restricted Stockholders shall use their reasonable best efforts to have the successors to such directors both: (a)be selected by a majority of the remaining Board of Directors, excluding the director whose position is no longer entitled to be designated by Trace or the PCP Entities, and (b) not be Affiliates of the PCP Entities and their Affiliates (other than the Company and its subsidiaries).
Replacement Directors. If the then current Cedarwalk Director is unable or unwilling to serve as a director, resigns as a director, is removed as a director or is otherwise not serving as a director prior to termination of this Agreement, and at such time (A) the Permitted Holders’ aggregate beneficial ownership of Waldencast common stock (which, for purposes of this Agreement, shall be determined under Rule 13d-3 promulgated under the Exchange Act is at least 5.0% of the then-outstanding common stock of Waldencast (the “Minimum Ownership Threshold”) and (B) Cedarwalk or the Guarantor has not committed a material breach of this Agreement, Cedarwalk shall have the ability to name a replacement director, subject to the approval of the Board of Directors of Waldencast (such approval not to be unreasonably withheld, conditioned or delayed) (any such replacement director shall be referred to as the “Replacement Director”). Any Replacement Director named by Cedarwalk shall be required to satisfy the guidelines and policies with respect to service on the Board applicable to all non-management directors. Subject to applicable rules of Nasdaq and the rules and regulations of the SEC, Waldencast shall take all necessary action to nominate or cause the Board to appoint, as applicable, the Replacement Director to the Board and to any applicable committee of the Board of which the Cedarwalk Director was a member of immediately prior to such director’s resignation or removal; provided that such Replacement Director is qualified to serve on any such committee of the Board. The terms and conditions applicable to the Cedarwalk Director under this Agreement shall apply to any such Replacement Director as if such person were the Cedarwalk Director.
Replacement Directors. In the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal (with or without cause) of a director nominated pursuant to Section 6(a) or designated pursuant to this Section 6(c) or in the event of the failure of any such nominee to be elected, the Apollo Group shall have the right to designate a replacement to fill such vacancy. The Company shall take all action within its power to cause such vacancy to be filled by the replacement so designated, and the Board shall promptly elect such designee to the Board. Upon the written request of the Apollo Group, the Company shall take all actions necessary to remove, with or without cause, any director previously nominated pursuant to Section 6(a) or designated pursuant to this Section 6(c), and to elect any replacement director designated by the Apollo Group as provided in the first sentence of this Section 6(c).
Replacement Directors. In the event that any Warburg Pincus Director, ▇▇▇▇▇ ▇▇▇▇▇▇, the Chief Executive Officer of the Company or Independent Director designated in the manner set forth in Section 2(a) hereof is unable to serve, or once having commenced to serve, is removed or withdraws from the Board (a "Withdrawing Director"), such Withdrawing Director's replacement (the "Substitute Director") will be designated by Warburg Pincus in the case of any Warburg Directors, the Management Investors in the case of ▇▇▇▇▇ ▇▇▇▇▇▇ or the Chief Executive Officer of the Company, or mutually by Warburg Pincus and the Management Investors in the case of an Independent Director. The Investors and the Company agree to take all action within their respective power, including but not limited to, the voting of capital stock of the Company Owned by them, (i) to cause the election of such Substitute Director promptly following his or her nomination pursuant to this Section 2(b), (ii) upon the written request of Warburg Pincus, to remove, with or without cause, the Warburg Pincus Director, (iii) upon the written request of the Management Investors, to remove, with or without cause, a Substitute Director designated by the Management Investors or (iv) upon the written request of Warburg Pincus and the Management Investors, to remove, with or without cause, ▇▇▇▇▇ ▇▇▇▇▇▇, the Chief Executive Officer of the Company or the Independent Director. Notwithstanding the foregoing, in the event ▇▇▇▇▇ ▇▇▇▇▇▇ is no longer employed by the Company, the Investors and the Company shall take all action within their respective power, including but not limited to, the voting of all shares of capital stock of the Company Owned by them, to remove ▇▇▇▇▇ ▇▇▇▇▇▇ from the Board and replace him pursuant to this Section 2(b).
Replacement Directors. If at any time during the Standstill Period, ▇▇▇▇▇▇ or ▇▇▇▇▇▇▇ is unable or unwilling to serve as a director of the Company, the Shareholder Group and the Board (excluding ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇) shall appoint a mutually agreeable replacement for ▇▇▇▇▇▇ or ▇▇▇▇▇▇▇, as applicable (in which case all references in this Agreement to “▇▇▇▇▇▇” or “▇▇▇▇▇▇▇” shall refer to such person’s replacement), within 90 days of ▇▇▇▇▇▇ or ▇▇▇▇▇▇▇ validly tendering his resignation from the Board.
Replacement Directors. Prior to the Initial Public Offering, in the event that the LLC Director or any Warburg Director (each, a “Withdrawing Director”) designated in the manner set forth in Section 2.1 hereof is unable to serve, or once having commenced to serve, is removed or withdraws from the Board, such Withdrawing Director’s replacement (the “Substitute Director”) will be designated by the stockholder of the Company that has the right to designate such director in accordance with Section 2.1 above. The Institutional Investors and the Company agree to take all action within their respective power, including, but not limited to, the voting of all shares of Common Stock owned by them (i) to cause the election of such Substitute Director promptly following his or her nomination pursuant to this Section 2.3 or (ii) upon the written request of the stockholder of the Company that has the right to designate such director to the Board in accordance with Section 2.1 above, to remove, with or without cause, the LLC Director or any Warburg Director, as the case may be.
Replacement Directors. Section 2(b) of the Agreement is hereby amended by deleting its entirety and inserting the following in lieu thereof:
Replacement Directors. In the event that any Warburg Director is --------------------- unable to serve, or once having commenced to serve, is removed or withdraws from the Board (a "Withdrawing Director"), such Withdrawing Director's replacement (the "Substitute Director") will be designated by Warburg. A Warburg Director may be removed, with or without cause, by Warburg, and Warburg shall thereafter have the right to nominate a replacement for such director. The Investors and the Company agree to take all action within their respective power, including but not limited to, the voting of all shares of capital stock of the Company owned by them, to cause the election of such Substitute Director promptly following his or her nomination pursuant to this Section 1(c).
Replacement Directors. In the event that any Series C Preferred Director, Series B Preferred Director or Series A Preferred Director, as applicable, designated in the manner set forth in Section 2(a) (Election of Directors) hereof is unable to serve, or once having commenced to serve, is removed or withdraws from the Board (a “Withdrawing Director”), such Withdrawing Director’s replacement (the “Substitute Director”) will be designated in accordance with the terms of the Certificate of Incorporation and this Agreement. The Investors 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) capital stock of the Company Owned by them (i) to cause the election of such Substitute Director promptly following his or her nomination pursuant to this Section 2(b) (Replacement Directors) or (ii) upon the written request of the Series C Preferred Stock, Series B Preferred Stock or the Existing Series A Preferred, as applicable, in accordance with the terms of the Certificate of Incorporation and this Agreement, to remove, with or without cause, any Series C Preferred Director, any Series B Preferred Director or any Series A Preferred Director, respectively, in accordance with the terms of the Certificate of Incorporation.