Election and Replacement. From and after the Effective Time until the date when all obligations under this Agreement have been discharged (including all indemnification obligations under Article VIII hereof and the payment of all Royalties or Milestones, if any), Company Stockholders who are entitled to receive in excess of [***]% of the Initial Merger Consideration (the “Super Majority”), may, from time to time upon written notice to the Stockholder Representative and Parent, remove any Stockholder Representative (including any appointed by Parent as provided below) or appoint a new Stockholder Representative to fill any vacancy created by the death, incapacitation, resignation or removal of any Stockholder Representative. If the Super Majority is required to but has not appointed a successor Stockholder Representative to fill any vacancy within [***] ([***]) Business Days from written notice from Parent to all Company Stockholders and a request by Parent to appoint a successor Stockholder Representative, Parent shall have the right to appoint a Stockholder Representative to fill any such vacancy from the Company Stockholders prior to the Merger, and shall use reasonable efforts to advise all Company Stockholders of such appointment by written notice; provided, however, that a Super Majority shall thereafter retain the right to remove the Stockholder Representative or appoint a new Stockholder Representative pursuant to this Section 2.12. A copy of any appointment by the Super Majority of any successor Stockholder Representative shall be provided to Parent promptly after such appointment has been effected. Each successor Stockholder Representative shall have all of the power, authority, rights and privileges conferred by this Agreement upon the original Stockholder Representative.
Election and Replacement. During the period ending upon the date when all obligations under this Agreement have been discharged (including all indemnification obligations pursuant to Article XI hereof), the holders of Shares who immediately prior to the Closing held Shares representing an aggregate number of Shares which exceeds 50% of the amount of such Shares outstanding immediately prior to the Closing (a "Majority") may from time to time upon written notice to the Sellers' Representative and Purchaser remove the Sellers' Representative or appoint a new Sellers' Representative to fill any vacancy created by the death, incapacitation, resignation or removal of the Sellers' Representative, and if the Sellers' Representative dies, becomes incapacitated, resigns or is removed by a Majority, the Majority shall appoint a successor Sellers' Representative to fill the vacancy so created. If the Majority is required to but has not appointed a successor Sellers' Representative within fifteen (15) business days from a request by Purchaser to appoint a successor Sellers' Representative, Purchaser shall have the right to appoint a Sellers' Representative to fill the vacancy so created, and shall advise all those who were holders of Shares immediately prior to the Closing of such appointment by written notice. A copy of any appointment by the Majority of any successor Sellers' Representative shall be provided to Purchaser promptly after it shall have been effected.
Election and Replacement. From and after the execution of this Agreement until the date when all obligations under this Agreement have been discharged (including all indemnification obligations under Article 9), a Majority of Sellers may, from time to time upon written notice to the Holder Representative and Purchaser, (i) remove any Holder Representative (including any Holder Representative appointed by Purchaser as provided below) or (ii) appoint a new Holder Representative to fill any vacancy created by the death, incapacitation, resignation or removal of any Holder Representative. If a Majority of Sellers is required to but has not appointed a successor Holder Representative to fill any vacancy within [*] after Purchaser has sent a written notice to a Majority of Sellers requesting that they appoint a successor Holder Representative, Purchaser shall have the right to appoint a Holder Representative to fill any such vacancy; provided, however, that a Majority of Sellers shall thereafter retain the right to remove the Holder Representative or appoint a new Holder Representative pursuant to this Section 11.4(b). A copy of any appointment by a Majority of Sellers of any successor Holder Representative shall be provided to Purchaser promptly after it shall have been effected. Each successor Holder Representative shall have all of the power, authority, rights and privileges conferred by this Agreement upon the original Holder Representative, and the term “Holder Representative” as used herein shall be deemed to include any successor Holder Representative.
Election and Replacement. The Common Holders may, by a majority vote and upon written notice to the Stockholders' Representative, the Parent and, if after the Closing, the Surviving Corporation, elect or remove the Stockholders' Representative or appoint a new Stockholders' Representative to fill any vacancy created by the death, incapacitation, resignation or removal of the Stockholders' Representative. If the Stockholders' Representative dies, becomes incapacitated, resigns or is removed pursuant to this Section 11.2, the Common Holders will, by majority vote, appoint a successor Stockholders' Representative to fill the vacancy so created. If the Common Holders fail to appoint such successor within 10 business days then the Parent or, if after the Closing, the Surviving Corporation may appoint such successor and will advise the Common Holders of such appointment. Any replacement Stockholders' Representative must sign a consent to be bound by the terms of this Agreement.
Election and Replacement. Xxxxxx X. Xxxxxx is hereby appointed by the Majority Stockholders as the Stockholder Representative. Ai Metrix Stockholders holding a majority of the voting power of the Ai Metrix Capital Stock outstanding immediately prior to the Effective Time (a “Majority”) may, from time to time upon written notice to the Stockholder Representative and SYS, remove the Stockholder Representative (including any appointed by SYS) or appoint a new Stockholder Representative to fill any vacancy created by the death, incapacitation, resignation or removal of the Stockholder Representative. Furthermore, if the Stockholder Representative dies, becomes incapacitated, resigns or is removed by a Majority, the Majority shall appoint a successor Stockholder Representative to fill the vacancy so created. If the Majority is required to but has not appointed a successor Stockholder Representative within thirty (30) days from a request by SYS to appoint a successor Stockholder Representative, SYS shall have the right to appoint a Stockholder Representative to fill any vacancy so created from the directors of Ai Metrix prior to the Merger, and shall advise the Stockholders of such appointment by written notice. A copy of any appointment by the Majority of any successor Stockholder Representative shall be provided to SYS promptly after it shall have been effected.
Election and Replacement. 76 12.03 Authority............................................................76 12.04
Election and Replacement. During the period ending upon the date when all obligations under this Agreement have been discharged (including all indemnification obligations under Article XI and the Indemnification Agreement), the Company Shareholders, other than the ESOP, who, immediately prior to the Effective Time, held Company Common Stock representing an aggregate number of shares of Company Common Stock which exceeded 50% of the amount of such Company Common Stock outstanding immediately prior to the Effective Time (a "MAJORITY"), may, from time to time upon written notice to the Shareholder Representative and Buyer, remove the Shareholder Representative or appoint a new Shareholder Representative to fill any vacancy created by the death, incapacitation, resignation or removal of the Shareholder Representative. Furthermore, if the Shareholder Representative dies, becomes incapacitated, resigns or is removed by a Majority, the Majority shall appoint a successor Shareholder Representative to fill the vacancy so created. If the Majority is required to but has not appointed a successor Shareholder Representative within 15 business days from a request by Buyer to appoint a successor Shareholder Representative, Buyer shall have the right to appoint a Shareholder Representative to fill any vacancy so created, and shall advise all those who were holders of Company Common Stock, other than the ESOP, immediately prior to the Effective Time of such appointment by written notice. A copy of any appointment by the Majority of any successor Shareholder Representative shall be provided to Buyer promptly after it shall have been effected.
Election and Replacement. During the period commencing on the date hereof and terminating on the later to occur of (i) the date when all obligations of DTS, Merger Sub and the Company to the Stockholders under this Agreement have been discharged and (ii) the date when all obligations of the Stockholders to DTS, Merger Sub and the Company under this Agreement have been discharged, if the Stockholder Representative ceases to act as the Stockholder Representative for any reason, the Stockholder Representative or his agent shall immediately notify DTS, the Company and the Stockholders in writing of such cessation and the Stockholders who immediately before the Closing held a majority of the outstanding shares of Company Stock shall appoint a successor Stockholder Representative to fill the vacancy so created, provided that such successor Stockholder Representative shall be approved by DTS in its reasonable discretion.
Election and Replacement. From and after the date of the Closing until the date when all obligations under the Merger Agreement have been discharged, the Stockholders who immediately prior to the Effective Time held an aggregate number of Class C Shares which exceeded fifty percent (50%) of the number of Class C Shares then outstanding, may, from time to time, upon written notice to the Stockholder Representative and Parent, remove the Stockholder Representative or appoint a new Stockholder Representative to fill any vacancy created by the resignation or removal of the Stockholder Representative. Such majority shall act promptly to fill any such vacancy. The Stockholder Representative may resign at any time upon written notice to the Stockholders who immediately prior to the Effective Time held an aggregate number of Class C Shares which exceeded fifty percent (50%) of the number of Class C Shares then outstanding. A copy of any appointment of any successor Stockholder Representative shall be provided to Parent, the Surviving Corporation and the Escrow Agent promptly after it shall have been effected.
Election and Replacement. During the period ending upon the date when all obligations under this Agreement have been discharged (including all indemnification obligations pursuant to Section 9.2.1 of the Stock Purchase and Sale Agreement), the Shareholders who immediately prior to the date hereof held HCI Common Stock representing an aggregate number of shares of HCI Common Stock which exceeded 80% of the amount of such HCI Common Stock outstanding immediately prior to the date hereof (a " Majority") may from time to time upon written notice to the Shareholders' Representative, the Escrow Agent and UHS remove the Shareholders' Representative, and if the Shareholders' Representative dies, becomes incapacitated, resigns or is removed by a Majority, the Majority shall appoint a successor Shareholders' Representative to fill the vacancy so created. If the Majority is required to but has not appointed a successor Shareholders' Representative within 15 business days from a request by UHS to appoint a successor Shareholders' Representative, UHS shall have the right to appoint a Shareholders' Representative to fill the vacancy so created, and shall advise all those who were holders of HCI Common Stock immediately prior to the date hereof of such appointment by written notice. A copy of any appointment by the Majority of any successor Shareholders' Representative shall be provided to UHS promptly after it shall have been effected.
