Removal and Replacement of Nominees. Any director nominated by a party hereto may be removed at any time, with or without cause, by such party, and each Stockholder entitled to vote thereon shall vote their shares of Common Stock as may be required to effect such removal, including voting its shares for such removal. In addition, at such time as Robix Xxxxxx xx no longer Chief Executive Officer of the Company, the Stockholders shall vote their shares of Common Stock to remove at least two directors nominated by Robix Xxxxxx xx such directors shall not have resigned. At any time a vacancy shall be created on the Board as a result of the death, disability, retirement, resignation or removal of a director nominated by a party hereto, with or without cause, then such party shall have the right to nominate a replacement for any director nominated by it in accordance with Sections 1.1(b), and each Stockholder entitled to vote shall vote their shares of Common Stock so as to elect such replacement.
Removal and Replacement of Nominees. (i) At any time at which any person or group shall have exercised its rights to nominate a director pursuant to Section 1(a) and such person or group shall determine to remove one or more of its nominated directors, with or without cause, the Company and each of the Stockholders agree to take all steps within their power, including voting (or causing to be voted) any Capital Stock owned or controlled by them or any of their Affiliates, to cause such director to be so removed from the Board, and under no other circumstances may any such nominated director be removed as a director (it being understood, for avoidance of doubt, that with respect to the Outside Director and any Management Director other than the initial Management Directors, if any such director ceases at any time to have unanimous approval of the Major Investors to remain as a director, then upon notice thereof to the Company, the Company and each of the Stockholders shall cause such director to be removed and replaced with a different individual then unanimously approved by the Major Investors). Subject to Section 1(a)(ii) and the foregoing sentence, at any time at which any person or group shall have exercised its rights to nominate a director pursuant to Section 1(a) and a vacancy shall be created on the Board as a result of the death, disability, retirement, resignation or removal, with or without cause, of a director nominated by such person or group, (x) the Board will request such person or group that nominated the director to nominate a candidate to be appointed by the Board to fill such vacancy or (y) in the event that a candidate to fill such vacancy is to be elected at the annual meeting of stockholders of the Company, such person or group shall have the right to nominate the individual to fill such vacancy, and the provisions of Section 1(a) above shall apply with respect to the nomination and election of such nominee (including the obligation on the part of the Stockholders to vote for such nominee) to fill such vacancy.
(ii) Each of the parties hereto further agrees, subject to Section 1(a)(ii), that (x) if a candidate nominated to fill any vacancy on the Board in accordance with Section 1(b)(i) above shall not have been appointed to fill such vacancy within ten Business Days of the Board having been given the name of such candidate by the nominating person or group, then each of the parties hereto (other than the Company) shall act by written consent, or call a special meeting o...
Removal and Replacement of Nominees. The Government and the SP shall be entitled to remove any director nominated by them by notice to such director and the other Parties. Any vacancy occurring on the Board by reason of the death, disqualification, inability to act, shall be filled by the Party whose nominee was so affected so as to maintain a Board that is consistent with the provisions of Clause 4.1.
Removal and Replacement of Nominees. Any Shareholder entitled to nominate and elect a director to the TSN Canada Holdings Board or the TSN Canada Board, as the case may be, shall be entitled to remove any such director by notice to such director, the other Shareholder(s) and to TSN Canada Holdings or TSN Canada, as the case may be. If such director does not resign in accordance with such notice, the Shareholders shall vote their shares to remove such director. Any vacancy occurring on any such board by reason of the death, disqualification, inability to act, resignation or removal of any director shall be filled only by a further nominee of the Shareholder whose nominee was so affected so as to maintain a board consisting of the numbers of nominees specified in Section 5.1 or 5.2, as the case may be.
Removal and Replacement of Nominees. DO NOT COPY Any Shareholder (or group of Shareholders) entitled to nominate and elect a director may remove any such director by notice to such director, the other Shareholders and the Corporation. Any vacancy occurring on the Board by reason of the death, disqualification, inability to act, resigna- tion or removal of any director may be filled only by a further nominee of the Shareholder or Shareholders whose nominee was so affected so as to maintain a Board consisting of the xxxx- xxxx specified in Section 4.1. The Shareholders also agree to exercise their voting rights relating to their Shares or Convertible Securities so as not to appoint and to dismiss from the Board any director declared guilty of an offence enumerated in Schedule 1 of An Act Respecting Contracting by Public Bodies or having been declared guilty of such an offence in the five years preceding his appointment. The Shareholders undertake to hold, immediately after becoming aware of such offence, a special meeting to proceed with the dismissal and the replacement of such director.
Removal and Replacement of Nominees. Any director nominated pursuant to Section 1(a) by a party hereto may be removed at any time, with or without cause, by such party (but only by such party), and each party hereto shall take all steps within its power, including voting any shares of Common Stock owned by such party or its Affiliates at a meeting of the stockholders of the Company, to cause such director to be removed. At any time at which any party shall have exercised its right to nominate a director pursuant to Section 1(a) above (including with respect to NFC's consultation rights) and a vacancy shall be created on the Boards as a result of the death, disability, retirement, resignation or removal, with or without cause, of a director nominated by such party, (x) the Boards will request such party to nominate a candidate to fill such vacancy or (y) in the event that a candidate to fill such vacancy is to be elected at the next annual meeting of the stockholders of the Company, such party shall have the right to nominate the individual to fill such vacancy, and the provisions of paragraph 1(a) above shall apply with respect to the nomination and election of such nominee to fill such vacancy.
Removal and Replacement of Nominees. (a) In relation to the removal of directors of Holding:
(i) Any party with the unilateral right to nominate a director under Section 1.2 will have the exclusive right to remove its nominated directors, with or without cause, and to fill any vacancy caused by the removal, resignation or death of its nominees and Section
Removal and Replacement of Nominees. Any Shareholder entitled to nominate a Director pursuant to Section 4.1(b) or 4.1(c) shall be entitled to remove any such Director by notice to such Director, the other Shareholders and the Corporation. Any vacancy occurring on the Board by reason of the death, disqualification, inability to act, resignation or removal of any Director shall, subject to Section 4.1, be filled only by a further nominee of the Shareholder whose nominee was so affected so as to maintain a Board consisting of the numbers of nominees specified in Sections 4.1(b) and 4.1(c). The Parties shall use all reasonable efforts to provide for the prompt replacement of Directors pursuant to this Section 4.2.
Removal and Replacement of Nominees. (i) At any time at which any party shall have exercised its rights to nominate a director pursuant to Section 1(a) and such party shall determine to remove one or more of its nominated directors, with or without cause, the Company and each of the Stockholders agrees to take all steps within their power, including voting (or causing ro be voted) any voting Common Stock owned or controlled by them or any of their Affiliates, to cause such director to be so removed from the Board by action of the stockholders of the Company. At any time at which any party shall have exercised its rights to nominate a director pursuant to Section 1(a) and a vacancy shall be created on any of the Board as a result of the death, disability, retirement, resignation or removal, with or without cause, of a director nominated by such party, (x) the Board will request such party to nominate a candidate to be appointed by the Board to fill such vacancy or (y) in the event that a candidate to fill such vacancy is to be elected at the annual meeting of stockholders of the Com-
Removal and Replacement of Nominees. Any Shareholder entitled to nominate and elect a director to the Holdco Board or the Canadian License Co. Board, as the case may be, shall be entitled to remove any such director by notice to such director, the other Shareholder(s) and to Holdco or Canadian License Co., as the case may be. If such director does not resign in accordance with such notice, the Shareholders shall vote their shares to remove such director. Any vacancy occurring on any such board by reason of the death, disqualification, inability to act, resignation or removal of any director shall be filled only by a further nominee of the Shareholder whose nominee was so affected so as to maintain a board consisting of the numbers of nominees specified in Section 5.1 or 5.2, as the case may be.
