Removal and Replacement of Board Members Sample Clauses

Removal and Replacement of Board Members. Any Voting Director elected by the Members may be removed at any time by the approval of at least two-thirds of the Members. The Chair may be removed at any time with the approval of at least two-thirds of the Voting Directors. Any Board Member vacancy may be filled in accordance with clauses (iii) and (iv) above, as applicable.

Removal and Replacement of Board Members i. The Participating Owners may by resolution at a Special Meeting remove any member of the Board before expiration of his term of office and appoint another eligible Board member in his place to hold office until the next Annual General Meeting. ii. The Board may remove a member before the expiration of his term of office if he: a) Gives notice in writing to the Board resigning his office; b) Becomes bankrupt or insolvent, or makes an assignment in favor of his creditors, or if a receiver or receiver / manager of the assets or undertaking of that member shall be appointed; c) Is found to be of unsound mind; d) Is convicted of an indictable offence; e) In the case of a company which is a member of the Board, if the company shall become bankrupt or make assignment for the benefit of creditors, or if proceedings are commenced to wind-up the company, or otherwise than for the purpose of amalgamation or restructuring; f) Sells his Participating Unit other than to a corporation owned or controlled by that member; g) Dies; h) Fails to attend in person or by telephone conference 3 consecutive meetings of the Board; iii. Any casual vacancy on the Board may be filled by a person appointed by the remaining members of the Board.

Removal and Replacement of Board Members. The Participating Owners may by resolution at a Special Meeting, with support of at least sixty-six (66%) percent of the Participating Owners, remove any board member before the expiration of their term of office, and appoint another eligible board member to hold office for the remainder of such term. Any casual vacancy on the Board may be filled by a person appointed by the remaining members of the Board. The Board may remove a member of the Board before the expiration of the term of office if the Member (a) provides a resignation notice in writing to the Board; (b) becomes bankrupt or insolvent, or makes an assignment in favour of their creditors, or if a receiver is appointed for of receiver/manager of the assets or undertaking of that member shall be appointed; (c) is found to be or becomes of unsound mind; (d) is convicted of an indictable offense; (e) sells Managed Units to anyone other than to a corporation owned or controlled by that member; or (f) is not fulfilling their obligation as a Board Member.

Removal and Replacement of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no PharmAthene Designee elected as a director pursuant to this Agreement may be removed as a director unless such removal is directed or approved by the remaining PharmAthene Designees; (b) no Theraclone Designee elected as a director pursuant to this Agreement may be removed as a director unless such removal is directed or approved by the remaining Theraclone Designees; and (c) any vacancies on the Board created by the resignation, removal or death of (i) a PharmAthene Designee shall be filled by the person designated by the remaining PharmAthene Designees, and (ii) a Theraclone Designee shall be filled by the person designated by the remaining Theraclone Designees (and the corresponding definition of “PharmAthene Designee” or “Theraclone Designee” shall be deemed to include such designated replacement director(s), as applicable). All Stockholders agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any Stockholder to call a special meeting of stockholders of the Company for the purpose of electing directors.

Removal and Replacement of Board Members. (a) The Stockholder agrees that except as required by Law or rule of any national securities exchange or self regulatory organization (based on advice of legal counsel), and until the earlier to occur of (the “Expiration Date”): (i) the written consent of the Stockholders’ Representative (which consent may be granted or withheld in its sole and absolute discretion), (ii) the full distribution by the Escrow Agent (as defined in the Escrow Agreement) of all of the CVR Escrow Funds (as defined in the Escrow Agreement) in accordance with the terms of the Escrow Agreement, (iii) the second anniversary of the Effective Time with respect to the Vowel Class II Designees listed below or the third anniversary of the Effective Time with respect to the Vowel Class III Designees listed below or (iv) the VSS Funds collectively ceasing to beneficially own (as determined in accordance with Rule 13d-3 of the Exchange Act) at least ten percent (10%) of the issued and outstanding shares of Common Stock, the Stockholder shall not vote, act by written consent or take any other action to remove or disqualify any of (i) the Vowel Class II Designees, or (ii) the Vowel Class III Designees, in each case other than for cause as determined in accordance with Section 141 of the DGCL. The Stockholder agrees to execute any written consents and take any other actions reasonably required to perform the obligations of this Agreement. The Expiration Date, as applicable to the Vowel Class II Designees is referred to herein as the “Class II Expiration Date”; and the Expiration Date, as applicable to the Vowel Class III Designees is referred to herein as the “Class III Expiration Date”.