Common use of Election and Removal of Directors Clause in Contracts

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. 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.. Table of Contents 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. Election at Annual General Meeting 14.1 At every annual general meeting and in every unanimous resolution contemplated by §10.2:by (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.