Common use of Removal and Replacement of Directors Clause in Contracts

Removal and Replacement of Directors. (a) A Director shall be removed from the Board, with or without cause, upon, and only upon, the affirmative vote of the Shareholders in accordance with this Section 5.3.3. Each Shareholder shall vote its Shares for the removal of a Director upon the request of the Shareholder that nominated such Director. Otherwise, no Shareholder shall vote for the removal of a Director.

Appears in 3 contracts

Samples: Shareholders' Agreement (International Wireless Communications Holdings Inc), Shareholders' Agreement (International Wireless Communications Holdings Inc), Management Services Agreement (International Wireless Communications Holdings Inc)

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Removal and Replacement of Directors. (a) A Director shall be removed from the Board, with or without cause, upon, and only upon, the affirmative vote of the Shareholders in accordance with this Section 5.3.36.3.3. Each Shareholder shall vote its Shares for the removal of a Director upon the request of the Shareholder that nominated such Director. Otherwise, no Shareholder shall vote for the removal of a Director.

Appears in 2 contracts

Samples: Shareholders' Agreement (International Wireless Communications Holdings Inc), Shareholders' Agreement (International Wireless Communications Holdings Inc)

Removal and Replacement of Directors. (ai) A Director shall be removed from the Board, with or without cause, upon, and only upon, the affirmative vote of the Shareholders in accordance with this Section 5.3.34.2(b) and the provisions of the Companies Act. Each Shareholder shall vote its Shares for the removal of a Director upon the request of the Shareholder that nominated such Director. Otherwise, no Shareholder shall vote for the removal of a Director.

Appears in 2 contracts

Samples: Shareholders’ Agreement, Shareholders’ Agreement (Sohu Com Inc)

Removal and Replacement of Directors. (ai) A Director shall be removed from the Board, with or without cause, upon, and only upon, the affirmative vote of the Shareholders in accordance with this Section 5.3.3. Each Shareholder shall vote its Shares for the removal of a Director upon the request of by the Shareholder that nominated who appointed him, unless such Director. OtherwiseDirector resigns voluntarily or the term of his service expires, no in which case the Shareholder entitled to appoint such director shall vote for be entitled to nominate a replacement to be appointed by the removal of a DirectorBoard to fill the vacancy thus created.

Appears in 2 contracts

Samples: Shareholders Agreement (Bitauto Holdings LTD), Shareholders’ Agreement (Bitauto Holdings LTD)

Removal and Replacement of Directors. (ai) A Director shall be removed from the Board, with or without cause, upon, and only upon, written notice to the affirmative vote of the Shareholders in accordance with this Section 5.3.3. Each Shareholder shall vote its Shares for the removal of a Director upon the request of Company by the Shareholder that nominated who appointed him/her according to Section 5.2(a) above, unless such Director. OtherwiseDirector resigns voluntarily or the term of his/her service expires, no in which case the Shareholder entitled to appoint such Director according to Section 5.2(a) shall vote for be entitled to nominate a replacement to be appointed by the removal of a DirectorBoard to fill the vacancy thus created.

Appears in 2 contracts

Samples: Shareholders Agreement, Shareholders Agreement (JD.com, Inc.)

Removal and Replacement of Directors. (a) A Director shall be removed from the Board, with or without cause, upon, and only upon, the affirmative vote of the Shareholders in accordance with this Section 5.3.39.4.1. Each Shareholder shall vote its Shares for the removal of a Director upon the request of the Shareholder that nominated such Director(as may be applicable) alone shall be permitted to remove or replace at any time and for any reason (or no reason) its nominee Directors who have been elected to the Board. Otherwise, no Upon notice by the relevant Shareholder shall vote for the removal of a new nominee Director, and prior to taking any other action including actions required to be taken by written consent, the Board shall elect such new nominee Director to fill the vacancy at its next meeting.

Appears in 2 contracts

Samples: Investment Agreement, Investment Agreement

Removal and Replacement of Directors. (ai) A Director shall be removed from the Boardremoved, with or without cause, upon, and only upon, the affirmative vote of the Shareholders in accordance with this Section 5.3.3. Each Shareholder shall vote its Shares for the removal of a Director upon the request of the Shareholder that nominated who appointed such Director. Otherwise, no Shareholder shall vote for the removal of a Director.

Appears in 2 contracts

Samples: Shareholders’ Agreement, Shareholders’ Agreement (China Sunergy Co., Ltd.)

Removal and Replacement of Directors. (a) A Director shall The Stockholders agree that, except as otherwise provided herein, no director may be removed from office except by a vote of the Boardshares of the class of Common Stock which elected such director. The Stockholders also agree that the shares of the class of Common Stock which elected such director shall have the exclusive right, with or without cause, upon, and only upon, the affirmative vote of the Shareholders in accordance with this Section 5.3.3. Each Shareholder shall vote its Shares for the removal of a Director upon the request of the Shareholder that nominated such Director. Otherwise, no Shareholder shall to vote for the removal of such director from the Board and to nominate and elect a Directorreplacement director therefor.

Appears in 1 contract

Samples: Stockholders Agreement (General Growth Properties Inc)

Removal and Replacement of Directors. (ai) A Director shall be removed from the Board, with or without cause, upon, and only upon, the affirmative vote of the Shareholders in accordance with this Section 5.3.3. Each Shareholder shall vote its Shares for the removal of a Director upon the request of the Shareholder that who nominated him, unless such Director. OtherwiseDirector resigns voluntarily or the term of his service expires, no in which case the Shareholder entitled to nominate such Director shall vote for be entitled to nominate a replacement to be appointed to the removal of a DirectorBoard to fill the vacancy thus created.

Appears in 1 contract

Samples: Shareholders’ Agreement (58.com Inc.)

Removal and Replacement of Directors. (ai) A Director shall be removed from the Board, with or without cause, upon, and only upon, written notice to the affirmative vote of the Shareholders in accordance with this Section 5.3.3. Each Shareholder shall vote its Shares for the removal of a Director upon the request of Company by the Shareholder that nominated who appointed him, unless such Director. OtherwiseDirector resigns voluntarily or the term of his service expires, no in which case the Shareholder entitled to appoint such director shall vote for be entitled to nominate a replacement to be appointed by the removal of a DirectorBoard to fill the vacancy thus created.

Appears in 1 contract

Samples: Shareholders Agreement (Bitauto Holdings LTD)

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Removal and Replacement of Directors. (ai) A Director shall be removed from the Board, with or without cause, upon, and only upon, the affirmative vote of the Shareholders in accordance with this Section 5.3.39.2(c)(i). Each Shareholder shall vote its Shares shares for the removal of a Director upon the request of the Shareholder that nominated such Director. Otherwise, no Shareholder shall vote for the removal of a Director.

Appears in 1 contract

Samples: Investors’ Rights Agreement (ShangPharma Corp)

Removal and Replacement of Directors. (ai) A Subject to Section 2.3, a Director shall be removed from the Board, with or without cause, upon, and only upon, the affirmative vote of the Shareholders in accordance with this Section 5.3.35.1(d) and the provisions of the Act. Each Shareholder shall vote its Shares for the removal of a Director upon the request of the Shareholder that nominated such Director. Otherwise, no Shareholder shall vote for the removal of a Director.

Appears in 1 contract

Samples: Shareholders’ Agreement (Imax Corp)

Removal and Replacement of Directors. (ai) A Director shall be removed from the Board, with or without cause, upon, and only upon, the affirmative vote of the Shareholders in accordance with this Section 5.3.34.2(b) and the provisions of the Act. Each Shareholder shall vote its Shares for the removal of a Director upon the request of the Shareholder Securities Holder that nominated such Director. Otherwise, no Shareholder shall vote for the removal of a Director.

Appears in 1 contract

Samples: Note Purchase Agreement (Zhang Liang)

Removal and Replacement of Directors. (ai) A Director shall be removed from the Board, with or without cause, upon, and only upon, the affirmative vote of the Shareholders in accordance with this Section 5.3.3. Each Shareholder shall vote its Shares for the removal of a Director upon the request of the Shareholder that who nominated him, unless such Director. OtherwiseDirector resigns voluntarily or the term of his service expires, no in which case the Shareholder entitled to appoint a replacement Director shall vote for be entitled to nominate a replacement to be appointed to the removal of a DirectorBoard to fill the vacancy thus created.

Appears in 1 contract

Samples: Shareholders Agreement (Baidu, Inc.)

Removal and Replacement of Directors. (ai) A Director shall be removed from the Board, with or without cause, upon, and only upon, the affirmative vote of the Shareholders in accordance with this Section 5.3.32.01(b). Each Shareholder shall vote its Shares for the removal of a Director upon the written request of the Shareholder that nominated such Director. Otherwise, no Shareholder shall vote for the removal of a any Director.

Appears in 1 contract

Samples: Operating Agreement (Natures Sunshine Products Inc)

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