Director Vacancies. If the position of any Director becomes vacant prior to its normal term expiration, the remaining Directors may charge the Nominating Committee with selecting a successor immediately. The Nominating Committee will follow the requirements set out in Sections 6.2.1 and 6.2.2 in its selection of any successor Director. Alternatively, if less than one (1) year remains in the term of that Director, the remaining Directors may choose to leave the position vacant for the remainder of the term.
Director Vacancies. Each Specified Investor agrees to vote, or cause to be voted, all Common Shares beneficially owned by such Specified Investor, or over which such Specified Investor has voting control, from time to time and at all times, in whatever manner is necessary to ensure that (a) no Sponsor Nominee or Xxxxx Nominee may be removed from office unless (i) such removal is directed or approved by the affirmative vote of (A) Sponsor, with respect to any Sponsor Nominee, or (B) the Xxxxx Representative, with respect to any Xxxxx Nominee, or (ii) the applicable Director Designation Period has expired and (b) during the applicable Director Designation Period, any vacancies created by the resignation, removal or death of a Xxxxx Nominee or a Sponsor Nominee will be filled pursuant to the provisions of this Article II. Parent and the Parent Board will take all actions necessary to fill such vacancy with such replacement director promptly upon written notice to Parent of the name of such replacement director by Sponsor, with respect to any Sponsor Nominee, or the Xxxxx Representative, with respect to any Xxxxx Nominee, subject, in each case, to the provisions of Section 2.2(d) or Section 2.3(e), as applicable. In the event that the size of the Parent Board is increased or decreased, then the number of individuals that the Xxxxx Representative or Sponsor will have the right to designate under Section 2.2 or Section 2.3, as applicable, will be proportionally adjusted (rounded up or down to the nearest whole number) such that, following such change in the size of the Parent Board, the number of Xxxxx Nominees or Sponsor Nominees, as applicable, as a percentage of the total number of directors on the Parent Board is equal to the number of individuals that the Xxxxx Representative or Sponsor, as applicable, was entitled to designate as a percentage of the total number of directors on the Parent Board immediately prior to such change in size.
Director Vacancies. Subject to Section 11.22, the Board of Directors may appoint a person to fill a vacancy on the Board of Directors created by a director ceasing to hold office as a director of the Partnership GP, except a vacancy resulting from an increase in the number or the minimum or maximum number of directors or a failure to elect the number or minimum number of directors provided in the charter documents of the Partnership GP in which case such vacancy shall be filled in accordance with Section 11.18.2.
Director Vacancies. Should a vacancy occur on the Board due to the separation from service by a Director from a Member, the person who is acting in the capacity of the former Director with the Member shall temporarily assume the duties of the former Director until such time as the Member appoints a permanent Director, such temporary Director shall have the full powers and authority of a permanent Director.
Director Vacancies. (a) County-Appointed Directors. If a vacancy occurs during the term of a county- appointed Director, due to death, resignation, or end of service as a county supervisor of such Director, an alternate shall assume the duties of the Director until the county Board of Supervisors appoints a new Director and alternates.
Director Vacancies. A vacancy on the Board shall be promptly filled by the governing body of the Member whose position on the Board is vacant.
Director Vacancies. Each Investor agrees to vote, or cause to be voted, all shares of Common Stock owned by such Investor, or over which such Investor has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no Designated Director may be removed from office unless: (i) such removal is directed or approved by the affirmative vote of the ROCH Investors entitled under Section 7.2 to designate such ROCH Designated Director or the affirmative vote of the Pre-PIPE Investors entitled under Section 7.3 to designate such Pre-PIPE Designated Director, as applicable; or (ii) the applicable Director Designation Period has expired; and (b) during the applicable Director Designation Period, any vacancies created by the resignation, removal or death of a Designated Director shall be filled pursuant to the provisions of this Section 7. ParentCo and the ParentCo Board shall take all actions necessary to fill such vacancy with such replacement Designated Director promptly upon written notice to ParentCo of the name of such replacement director by the ROCH Investors entitled under Section 7.2 to designate such ROCH Designated Director or the Pre-PIPE Investors entitled under Section 7.3 to designate such Pre-PIPE Designated Director, as applicable.
Director Vacancies. Should a vacancy occur on the Board, the Member’s Alternate Director shall continue to temporarily assume the duties of the former Director until such time as the Member appoints a permanent Director. During the temporary period, the Alternate Director shall have the full powers and authority of a Director.
Director Vacancies. Promptly after the Effective Time, Bianchi, Hill, Kranz, Peart and Woody agree that they will xxxxt Whixxxxx to fill one of the vacanciex xx xxx board of directors. Bianchi, Hill, Kranz, Peart, Whitmore and Woody (collectively, thx "Xxx Xoard") xxxther agree that they will promptly produce a consensus written profile of a seventh director to fill the remaining vacancy. Among the qualifications of the seventh director shall be independence of both the Company and Grace Brothers. The New Board shall xxxx xxxxx xx a qualified search firm, similarly independent, to find candidates to fill the remaining vacancy, and shall act as promptly as is prudent to fill such vacancy.
Director Vacancies. Unless otherwise required by applicable Mexican law, if any party entitled to designate a Director pursuant to the terms of this Section 2 fails to do so, such Director seat shall remain vacant until filled in accordance with this Section 2.
