Certain Resignations or Removals. DynaMexico and Goldgroup each covenant and agree to take all necessary actions to ensure that a director shall immediately resign from the board if the board may so decide to request the resignation or removal of the director so designated and elected, with cause. If such director fails to resign from the board, the board shall be entitled to either remove such director by written consent or to call a special meeting of stockholders for the purpose of removing such director from the board and the parties covenant and agree to take all necessary actions to recommend that the stockholders vote all of their shares entitled to vote at such meeting in favor of the removal of such director. A director designated by Goldgroup may not be removed under this Article 7.4as long as such director is also a director of Goldgroup.
Certain Resignations or Removals. A director shall immediately resign from the Board if: (a) any party or parties having the right to designate and elect a director pursuant to Section 2.02 hereof requests the resignation or removal of the director so designated and elected, with or without cause or (b) such director is no longer entitled to be a director pursuant to Section 2.02 hereof. In either case, if such director fails to resign from the Board, any Purchaser or Key Stockholder shall have the right to call a special meeting of stockholders for the purpose of removing such director from the Board and each Purchaser and each Key Stockholder shall vote all of their Shares entitled to vote at such meeting in favor of the removal of such director.
Certain Resignations or Removals. A Purchaser Director shall immediately resign from the Board and the board of directors of each Bank if: (a) any party or parties having the right to designate and elect a director pursuant to Section 2.02 hereof requests the resignation or removal of the Purchaser Director so designated and elected, with or without cause or (b) such Purchaser Director is no longer entitled to be a director pursuant to Section 2.02 hereof. In either case, if such Purchaser Director fails to resign from the Board or the board of directors of each Bank, the Purchaser or Existing Shareholders shall have the right to cause the Company to call a special meeting of shareholders for the purpose of removing such Purchaser Director from the Board, the Purchaser and each Existing Shareholder shall vote all of their respective Shares entitled to vote at such meeting in favor of the removal of such Purchaser Director, and the Company shall execute a consent to remove such Purchaser Director from the board of directors of each Bank.
Certain Resignations or Removals. In furtherance of the right provided in Section 2 of the indicated person or persons to cause the removal from office of a director which it or they were entitled to and did nominate for office, to the extent a meeting of stockholders is called for the purpose of removing such director, or, to the extent permitted by applicable law or under the Certificate of Incorporation and Bylaws then in effect, the stockholders act by written consent, KL and the Purchasers shall vote all of their respective Voting Shares entitled to vote in favor of removal at such meeting or, to the extent permitted by applicable law or under the Certificate of Incorporation and Bylaws then in effect, pursuant to such consents. Notwithstanding the foregoing, KL and the Purchasers agree that neither of them will vote to remove any director nominated pursuant to Section 2 under any other circumstances, and they further agree that they will not vote to remove the directors nominated by either of them except in accordance with a request from the KL or, as the case may be, the Purchasers for the removal of the applicable nominee on the Board. 4.
Certain Resignations or Removals. In the event that any director would not continue to be entitled to be elected a director pursuant to Section 1.1.1, the Investor Group, if requested by a majority of the other directors of the Company excluding the Investor Group's designees, will cause any such designee on the Board promptly to resign. The Investor Group, acting by majority of the then outstanding shares of Series B Preferred Stock, shall at all times have the right to remove with or without cause, a director designated by the Principal Investors. If such director shall fail to resign as required by the first sentence of this Section 1.1.2, the Company may cause a special meeting of the holders of Series B Preferred Stock to be called for the purpose of removing such director and the Investor Group shall vote all shares of Series B Preferred Stock over which each Investor has voting power entitled to vote at such meeting in favor of removal.
Certain Resignations or Removals. Any party or parties having the -------------------------------- right to nominate a director pursuant to Section 1 also shall have the right to request the resignation or removal of the director so nominated and elected. In such event, such director shall immediately resign or be subject to removal by a vote of the Founders and the Investors and each of the Founders and each Investor shall vote all of their Shares entitled to vote in favor of such removal. Likewise, in the event that any director does not continue to be entitled to be nominated to be a director pursuant to Section 1, such director shall immediately resign or be subject to removal by a vote of the Founder and each of the Investors and the Founders and each of the Investors and Founders shall vote all of their Shares entitled to vote in favor of such removal. In either case, if such director shall fail to resign, any Founder or Investor shall have the right to call a special meeting of stockholders for the purpose of removing such director and each Founder and each Investor shall vote all their Shares entitled to vote at such meeting in favor of removal.
Certain Resignations or Removals. Other than for cause, any person who has the right to cause a director to be nominated and elected pursuant to Section 1(b)(i), also shall have the sole right to request the resignation or removal of the director so nominated and elected. In such event, such director shall immediately resign. Likewise, in the event that any director does not continue to be entitled to be nominated to be a director pursuant to Section 1(b)(i), such director shall immediately resign. In either case, if such director shall fail to resign, Stockholder and the Chief Executive Officer of the Company shall each have the right to call a special meeting of stockholders for the purpose of removing such director and Stockholder shall vote all its Voting Shares entitled to vote at such meeting in favor of removal.
Certain Resignations or Removals. Any party or parties having the right to nominate a director pursuant to Section 1, shall also have the right to request the resignation or removal of the director so nominated and elected. Likewise, in the event that any director does not continue to be entitled to be nominated to be a director pursuant to Section 1 (for example, because the Purchasers no longer wish to nominate such person), the party or parties entitled to nominate a director pursuant to Section 1, shall have the right to request the resignation or removal of the director no longer entitled to be nominated. In either case, if such director shall fail to resign, to the extent a meeting of stockholders is called for the purpose of removing such director, or the stockholders act by written consent, LCO shall vote all of the LCO Shares entitled to vote at such meeting or pursuant to such consents, as the case may be, in favor of removal.
Certain Resignations or Removals. In the event that the Investor and its Permitted Transferees no longer wish for an Investor Designee to serve on the Board, the Investor and its Permitted Transferees shall have the right to request the resignation or removal of the Investor Designee. In either case, if such director shall fail to resign, to the extent a meeting of stockholders is called for the purpose of removing such director, or the stockholders act by written consent for such purpose, the Significant Stockholder shall vote all of its Shares entitled to vote at such meeting or pursuant to such consents, as the case may be, in favor of such removal.
Certain Resignations or Removals. (i) Each of Class A Member and the Series A Member shall also have the right at any time to request, in a signed writing submitted to the Secretary of the Company, the resignation or removal of a Director originally designated or recommended by such Member. In such event, the affected Director shall immediately resign or be subject to removal by a vote of the Members, and the Members shall vote all of their Voting Interests in favor of such removal.
