Election and Removal of Directors. Upon election by the Member, each Director shall hold office until his or her death, disability, resignation or removal at any time at the pleasure of the Member. If a vacancy occurs on the Board, the Member shall, as soon as practicable after the occurrence of such vacancy, elect a successor so that the Board remains fully constituted at all times.
Election and Removal of Directors. Election at Annual General Meeting
14.1 At every annual general meeting and in every unanimous resolution contemplated by §10.2:
(a) the shareholders entitled to vote at the annual general meeting for the election of directors must elect, or in the unanimous resolution appoint, a board of directors consisting of the number of directors for the time being set under these Articles; and
(b) all the directors cease to hold office immediately before the election or appointment of directors under §(a), but are eligible for re-election or re-appointment.
14.2 No election, appointment or designation of an individual as a director is valid unless:
(a) that individual consents to be a director in the manner provided for in the Act;
(b) that individual is elected or appointed at a meeting at which the individual is present and the individual does not refuse, at the meeting, to be a director; or
(c) with respect to first directors, the designation is otherwise valid under the Act.
14.3 If:
(a) the Company fails to hold an annual general meeting, and all the shareholders who are entitled to vote at an annual general meeting fail to pass the unanimous resolution contemplated by §10.2, on or before the date by which the annual general meeting is required to be held under the Act; or
(b) the shareholders fail, at the annual general meeting or in the unanimous resolution contemplated by §10.2, to elect or appoint any directors; then each director then in office continues to hold office until the earlier of:
(c) when his or her successor is elected or appointed; and
(d) when he or she otherwise ceases to hold office under the Act or these Articles.
Election and Removal of Directors. The Directors shall be elected as follows:
(a) The Class C Member(s) shall elect two (2) Voting Directors (individually, a "Class C Director", and together, the "Class C Directors").
(b) The Class P Member(s) shall elect two (2) Voting Directors (individually, a "Class P Director", and together, the "Class P Directors").
(c) The Class C Member(s) may remove, at any time, either or both of the Class C Directors, with or without cause. The Class P Member(s) may remove, at any time, either or both of the Class P Directors, with or without cause.
(d) The chief executive officer and the chief financial officer of the Company shall be ex officio the two Non-Voting Directors. The Non-Voting Directors may be removed at any time by the Board of Directors. If either the office of chief executive officer or the office of chief financial officer is vacant, the Non-Voting Director position associated with such office shall also be vacant.
Election and Removal of Directors. The Member shall elect and appoint all the Directors and any Director may be removed, with or without cause or prior notice, by the Member.
Election and Removal of Directors. In the election of the directors --------------------------------- to be elected by the holders of the Preferred Stock (the "Series E Directors"), each holder of the Preferred Stock shall vote at any regular or special meeting of stockholders or execute a written consent at the request of Palo Alto Investors of such number of shares of voting securities then held by such holder (or as to which it then has voting power) as may be necessary to elect two (2) directors nominated by Palo Alto Investors. Each holder of Preferred Stock hereby irrevocably constitutes and appoints Palo Alto Investors as its true and lawful attorney-in-fact, in its name, place, and stead, to make, execute, acknowledge, and file written consents in connection with the election or removal of directors of the Company. It is expressly intended by each holder of the Preferred Stock that the power of attorney granted hereby is coupled with an interest, shall be irrevocable unless and until the covenants of this Section 8.1 terminate pursuant to the terms hereof, and shall survive and not be affected by the subsequent disability or incapacity of such holder of Preferred Stock (or if such holder of Preferred Stock is a corporation, partnership, trust, association, limited liability company or other legal entity, by the dissolution or termination thereof). In addition, each holder of the Preferred Stock hereby constitutes and appoints Palo Alto Investors, with full power of substitution, as the proxy of such holder and hereby authorizes it to represent and to vote, or to execute and deliver written consents or otherwise act with respect to, all of the Preferred Stock now owned or hereafter acquired by such holder on all matters in connection with the election and removal of directors of the Company, to the same extent and with the same effect as such holder might or could do under applicable law, rules and regulations. The proxy granted pursuant to the immediately preceding sentence is given in consideration of the agreements and covenants of the Company and shareholders of the Company pursuant to this Agreement and as such is coupled with an interest and shall be irrevocable unless and until the covenants of this Section terminate pursuant to the terms hereof. Each holder of Preferred Stock hereby revokes any and all previous proxies granted with respect to any of the Preferred Stock owned by such holder and shall not hereafter, unless and until this Agreement terminates, purport to grant a...
Election and Removal of Directors. 12.1 Election at annual general meeting
(a) the shareholders entitled to vote at the annual general meeting for the election of directors may elect, or in the unanimous resolution appoint, a board of directors consisting of up to the number of directors for the time being set under these Articles; and
(b) all the directors cease to hold office immediately before the election or appointment of directors under paragraph (a), but are eligible for re-election or re-appointment.
Election and Removal of Directors. In the event that the holders of at least a majority of the then outstanding shares of Common Stock, the holders of at least a majority of the then outstanding shares of Series A Stock, or the holders of at least a majority of the then outstanding shares of Series C Stock, respectively, notify the Company that an individual has been designated to serve as a director which the holders of Common Stock, Series A Stock or Series C Stock, respectively, are entitled to elect under Section E.2(c) of Article IV of the Restated Certificate, the Company shall take such actions as may be necessary to ensure that such individual is duly appointed or elected as a director of the Company. In the event that the holders of at least a majority of the then outstanding shares of Common Stock, the holders of at least a majority of the then outstanding shares of Series A Stock, or the holders of at least a majority of the then outstanding shares of Series C Preferred Stock, respectively, notify the Company that they desire to remove a director which the holders of Common Stock, Series A Stock or Series C Stock, respectively, are entitled to remove under Section E.2(c) of Article IV of the Restated Certificate, the Company shall take such actions as may be necessary to ensure that such individual is removed as a director of the Company.
Election and Removal of Directors. 14.1 Election at Annual General Meeting
14.2 Consent to be a Director 14.3 Failure to Elect or Appoint Directors 14.4 Places of Retiring Directors Not Filled
Election and Removal of Directors. In connection with the --------------------------------- filling of any vacancy on the Board of Directors, however such vacancy shall have resulted, Purchaser shall cause each Purchaser Director to vote in favor of those Directors nominated or designated in accordance with this Article III. Purchaser shall not take any action or permit any Purchaser Director to take any action to remove any Director, other than a Purchaser Director, without cause.
Election and Removal of Directors. 12.1 Election at annual general meeting
(a) the shareholders entitled to vote at the annual general meeting for the election of directors may elect, or in the unanimous resolution appoint, a board of directors consisting of up to the number of directors for the time being set under these Articles; and
(b) all the directors cease to hold office immediately before the election or appointment of directors under paragraph (a), but are eligible for re-election or re-appointment.
12.2 Consent to be a director
(a) that individual consents to be a director in the manner provided for in the Business Corporations Act;
(b) that individual is elected or appointed at a meeting at which the individual is present and the individual does not refuse, at the meeting, to be a director; or
(c) with respect to first directors, the designation is otherwise valid under the Business Corporations Act.
