Election as a Director Sample Clauses

Election as a Director. Subject only to the fiduciary duties of its directors, the Company will use its best efforts to nominate and cause the Executive to be elected as a member of the Board of Directors during the Employment Term. If the Executive's employment is terminated for any reason, then such termination shall not in any way affect the Executive's right to be elected to the Board of Directors as set forth in the preceding sentence so long as the Executive and the Stockholders (as defined in the Merger Agreement) and/or their respective affiliates continue to hold in the aggregate at least 40% of the shares of outstanding capital stock of the Company.
Sample 1Sample 2
AutoNDA by SimpleDocs
Election as a Director. The Company will use its best efforts to cause the Executive to retain his position on the Board during the Employment Term. If the Executive's employment is terminated for any reason, then the Executive will be deemed to have resigned from the Board of Directors and from any and all other positions with the Company, Springs, or any affiliate of either or both of them.
Sample 1
Election as a Director. At or prior to the Closing, Veeco shall use its reasonable efforts to cause Xxxxx Xxxxx to be elected as a member of the Board of Directors of Veeco. 5.14
Sample 1
Election as a Director. Employer will cause its Board of Directors to increase its size by one member and appoint Employee to fill the newly-created vacancy, effective as of the date of this Amendment."
Sample 1
Election as a Director. The Company will use its best efforts to cause the Employee to be elected to the Board of Directors of the Company. If the Employee's employment is terminated for any reason, then the Employee will be deemed to have resigned from the Board of Directors and from any and all other positions with the Company or any of its affiliates.
Sample 1
Election as a Director. As soon as is practicable after the date hereof, the Board of Directors will appoint Executive to the Board of Directors as a director and thereafter during the Employment Term nominate Executive as a candidate and use all reasonable efforts to cause Executive to be elected a member of the Board of Directors. If Executive's employment is terminated for any reason, then Executive will be deemed to have resigned from the Board of Directors and from any boards of directors of any affiliates of Company on which he then sits, and any director(s) nominated by him will also be deemed to have resigned. Company agrees to include Executive in any officer and directors' liability insurance coverage that Company institutes for its directors, and Company agrees to cover the costs, during the Employment Term, of legal counsel to defend Executive against any causes of actions, suits, or legal claims filed by stockholders against directors or officers of Company in the ordinary course of business in the same manner as all other officers and directors, provided that such complaints are not the result of any gross negligence, fraud or wilful misconduct on the part of Executive.
Sample 1
Election as a Director. During the term of this Agreement, ---------------------- Employee shall be nominated for election and shall serve as a member of Employer's Board of Directors and as a member of its Executive Committee, subject to the terms hereof; provided, however, that Employee's service as a director shall be subject to (i) election by Employer's shareholders in accordance with its bylaws and applicable law, and to (ii) Employee's continued satisfaction of qualification requirements applicable to service as a director of FDIC-insured, North Carolina banks and to his continued acceptability to Employer's banking regulators.
Sample 1
AutoNDA by SimpleDocs
Election as a Director. The Board of Directors shall nominate the Executive as a director to serve initially for a three (3) year term and for a second three (3) year term if the Executive elects to exercise his option to extend his employment for another three (3)
Sample 1

Related to Election as a Director

  • Resignation as Director Upon the Company’s written request, Executive agrees to promptly resign as a member of the Company’s Board of Directors following any termination of his employment with the Company (or any parent or subsidiary of the Company).

  • Board Membership During the Employment Term, Executive will serve as a member of the Board, subject to any required Board and/or stockholder approval.

  • Termination for Cause or Voluntary Resignation In the event that Executive’s employment with the Company is terminated (i) by the Board for Cause or (ii) by Executive’s resignation from the Company for any reason other than Good Reason or Disability (as defined herein), subject to applicable law, the Company agrees to the following:

  • Termination for Cause; Resignation Without Good Reason; Death or Disability (i) The Company may terminate Executive’s employment with the Company at any time for Cause. Further, Executive may resign at any time without Good Reason. Executive’s employment with the Company may also be terminated due to Executive’s death or disability.

  • Continuing Director A "Continuing Director" shall mean a Director of the Company who (i) is not an Acquiring Person, an Affiliate or Associate, a representative of an Acquiring Person or nominated for election by an Acquiring Person, and (ii) was either a member of the Board of Directors of the Company on the date of this Agreement or subsequently became a Director of the Company and whose initial election or initial nomination for election by the Company's stockholders was approved by at least two-thirds of the Continuing Directors then on the Board of Directors of the Company.

  • Service as Director Director will serve as a director of the Company and perform all duties as a director of the Company, including without limitation (a) attending meetings of the Board, (b) serving on one or more committees of the Board (each a “Committee”) and attending meetings of each Committee of which Director is a member, and (c) using reasonable efforts to promote the business of the Company. The Company currently intends to hold at least one in-person regular meeting of the Board and each Committee each quarter, together with additional meetings of the Board and Committees as may be required by the business and affairs of the Company. In fulfilling his responsibilities as a director of the Company, Director agrees that he shall act honestly and in good faith with a view to the best interests of the Company and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

  • Termination for Cause or Resignation In the event Employee is terminated by Employer for Cause or Employee resigns (other than a Termination by Employee for Good Reason), neither Employer nor any affiliate shall have any further obligation to Employee under this Agreement or otherwise, except for payment to Employee of any and all accrued salary and bonuses, provision of COBRA health care continuation and otherwise as may be expressly required by law.

  • Termination Without Cause or Resignation for Good Reason If (1) Company terminates Employee’s employment during the Initial Term other than (a) due to Employee’s death or Disability or (b) for Cause (as defined below); or (2) if Employee resigns from Employee’s employment for Good Reason (as defined below) during the Initial Term, Employee shall receive the Accrued Amounts on the Date of Termination and, in addition, subject to the Severance Conditions below, (i) Company shall provide a severance payment equal to three (3) months of Employee’s salary as of the Date of Termination (the “Severance Payment”), divided and paid in equal installments over a period of three (3) months in accordance with Company’s regular payroll practices starting on the first regular payday occurring after the effective date of the Release (as defined below), and (ii) the Company will reimburse Employee for COBRA premiums (at the coverage levels and at the Company-paid rate in effect immediately prior to such termination) for Employee and Employee’s covered dependents until the earliest of (A) the date that is three (3) months following the Date of Termination, (B) the date that Employee (or Employee’s spouse or dependents, as applicable) are no longer eligible for COBRA coverage or (C) the date when Employee receives substantially equivalent health insurance coverage in connection with new employment (the “COBRA Benefit”). Company’s obligation to pay Employee the Severance Payment and COBRA Benefit shall be conditioned on Employee’s satisfaction of the following (the “Severance Conditions”): (1) Employee must first sign, and allow to become effective, a Company-approved separation agreement, which shall include a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company arising out of or any way related to Employee’s employment or termination of employment with Company (the “Release”); and (2) on or before the effective date of the Release, Employee must have (i) reconfirmed Employee’s agreement to abide by all of the surviving provisions of this Agreement and any other agreement between Employee and Company, (ii) agreed to cooperate in the transition of Employee’s employment; and (iii) agreed not to make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage, or in any way criticize the personal and/or business reputations, practices, or conduct of the Company or any of its affiliates. All other Company obligations to Employee will be automatically terminated and completely extinguished.

  • Voluntary Resignation; Termination for Cause If Executive’s employment with the Company terminates (i) voluntarily by Executive (other than for Good Reason) or (ii) for Cause by the Company, then Executive will not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company’s then existing severance and benefits plans and practices or pursuant to other written agreements with the Company.

  • Rights as a Stockholder or Employee The Participant shall have no rights as a stockholder with respect to any Shares which may be issued in settlement of this Award until the date of the issuance of a certificate for such Shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date such certificate is issued, except as provided in Section 9. If the Participant is an Employee, the Participant understands and acknowledges that, except as otherwise provided in a separate, written employment agreement between the Company or an Affiliate and the Participant, the Participant’s employment is “at will” and is for no specified term. Nothing in this Agreement shall confer upon the Participant any right to continue in the service of the Company or an Affiliate or interfere in any way with any right of the Company or an Affiliate to terminate the Participant’s service at any time.

Time is Money Join Law Insider Premium to draft better contracts faster.