Removal and Replacement. Each Board Group shall be entitled at any time (with or without cause) to cause any or all of the Directors designated by such Board Group pursuant to Section 1.1(a) to be removed from the Board. Except as otherwise provided by applicable law, a Director may be removed only by a Board Group that designated such Director to the Board. In the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal (with or without cause) of any Director, or, if prior to his or her appointment to the Board, any Director-designee of a Board Group indicates that he or she is unwilling or unable to serve as a Director, then (i) the Board Group that had appointed such Director (or designee) shall cause the vacancy created thereby to be filled by an appropriate individual as soon as reasonably practicable and (ii) the Board shall not take any material action over the objection of such Board Group with a pending vacancy on the Board without such Board Group's consent until a replacement Director has been appointed by the appropriate Board Group pursuant to clause (i) of this sentence and elected to the Board.
Appears in 4 contracts
Samples: Stockholder Agreement (Alpha Natural Resources, Inc.), Stockholder Agreement (Alpha Natural Resources, Inc.), Stockholder Agreement (Alpha Natural Resources, Inc.)
