Election and Removal of the Directors Sample Clauses

Election and Removal of the Directors. (i) The Company agrees that it shall take all actions within its power to facilitate the election of the Preferred Director and each of the Default Directors by the stockholders of the Company at any annual meeting or special meeting of stockholders where a stockholder vote may be required to elect or re-elect a Preferred Director or Default Director, including without limitation recommending the election of such Directors as designated by the Swiss Re Stockholders and/or the Reliance Stockholders. (ii) Each Stockholder severally agrees, upon the designation of individuals to serve as members of the Board pursuant to Sections 4(b) and 4(c) hereof, to vote all shares of voting stock of the Company owned by such Stockholder (and at any time to take any other action necessary or appropriate and within the power of such Stockholder, including without limitation (x) calling a meeting of stockholders or taking any such action by written consent in lieu of any such meeting or (y) directing the directors designated by such Stockholder to take such action) (A) to cause the immediate election to the Board (as a Preferred Director and/or as Default Directors, as the case may be) of the individuals designated pursuant to Sections 4(b) and 4(c), or to cause the election of their respective successors similarly designated, or (B) if requested by the Swiss Re Stockholders (acting through the holders of a majority of the Swiss Re Shares), to cause the immediate removal of the Preferred Director and/or the Default Director designated by the Swiss Re Stockholders, with or without cause, from the Board, or (C) if requested by the Reliance Stockholders (acting through the holders of a majority of the Reliance Shares), to cause the immediate removal of the Default Director designated by the Reliance Stockholders with or without cause, from the Board.