Common use of Removal and Resignation Clause in Contracts

Removal and Resignation. Any director or the entire board of directors may be removed at any time, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. Whenever the holders of any class or series are entitled to elect one or more directors by the provisions of the corporation’s certificate of incorporation, the provisions of this section shall apply, in respect to the removal without cause of a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole. Any director may resign at any time upon notice given in writing or by electronic transmission to the corporation.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (TradeUP Acquisition Corp.), Escrow Agreement (Forum Merger II Corp), Business Combination Agreement (Decarbonization Plus Acquisition Corp II)

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Removal and Resignation. Any director or the entire board of directors may be removed at any time, with or without cause, by the vote of the holders of a majority of the shares then entitled to vote at an election of directors. Whenever the holders of any class or series of stock of the Corporation are entitled to elect one or more directors by the provisions of the corporationCorporation’s certificate of incorporation, the provisions of this section Section 3 shall apply, in respect to the removal without cause of a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series of stock of the Corporation and not to the vote of the outstanding shares as a whole. Any director may resign at any time upon written notice given in writing or by electronic transmission to the corporationCorporation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Amedisys Inc), Agreement and Plan of Merger (Option Care Health, Inc.)

Removal and Resignation. Any director or the entire board of directors may directorsmay be removed at any time, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. Whenever the holders of any class or series are entitled to elect one or more directors by the provisions of the corporation’s certificate of incorporation, the provisions of this section shall apply, in respect to the removal without cause of a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole. Any director may resign at any time upon written notice given in writing or by electronic transmission to the corporation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Xpedx Holding Co), Agreement and Plan of Merger (Xpedx Holding Co)

Removal and Resignation. Any director or the entire board of directors may be removed at any time, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. Whenever the holders of any class or series are entitled to elect one or more directors by the provisions of the corporation’s 's certificate of incorporation, the provisions of this section shall apply, in respect to of the removal without cause of a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole. Any director may resign at any time upon notice given in writing or by electronic transmission to the corporation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Ritchie Bros Auctioneers Inc), Agreement and Plan of Merger and Reorganization (IAA, Inc.)

Removal and Resignation. Any director or the entire board of directors may be removed at any time, with or without cause, by as set forth in the holders of a majority of the shares then entitled to vote at an election of directorsStockholders Agreement. Whenever the holders of any class or series of security are entitled to elect one or more directors by the provisions of the corporation’s 's certificate of incorporation, the provisions of this section shall apply, in respect to the removal without cause of a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole. Any director may resign at any time upon written notice given in writing or by electronic transmission to the corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Compdent Corp)

Removal and Resignation. Any director or the entire board of directors may be removed at any time, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. Whenever the holders of any class or series are entitled to elect one or more directors by the provisions of the corporation’s certificate of incorporation, the provisions of this section shall apply, in respect to of the removal without cause of a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole. Any director may resign at any time upon notice given in writing or by electronic transmission to the corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Citrix Systems Inc)

Removal and Resignation. Any director or the entire board of directors may be removed at any time, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. Whenever the holders of any class or series are entitled to elect one or more directors by the provisions of the corporation’s certificate Certificate of incorporationIncorporation, the provisions of this section shall apply, in respect to the removal without cause of or a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole. Any director may resign at any time upon written notice given in writing or by electronic transmission to the corporationCorporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Thorne Healthtech, Inc.)

Removal and Resignation. Any director or the entire board of directors may be removed at any time, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. Whenever the holders of any class or series are entitled to elect one or more directors by the provisions of the corporation’s certificate Certificate of incorporationIncorporation, the provisions of this section shall apply, in respect to of the removal without cause of a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole. Any director may resign at any time upon written notice given in writing or by electronic transmission to the corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Turning Point Therapeutics, Inc.)

Removal and Resignation. Any director or the entire board of directors may be removed at any time, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. Whenever the holders of any class or series are entitled to elect one or more directors by the provisions of the corporation’s certificate Certificate of incorporationIncorporation, the provisions of this section shall apply, in respect to the removal without cause of or a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole. Any director may resign at any time upon written notice given in writing or by electronic transmission to the corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cerevel Therapeutics Holdings, Inc.)

Removal and Resignation. Any director or the entire board of directors may be removed at any time, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. Whenever the holders of any class or series are entitled to elect one or more directors by the provisions of the corporation’s certificate of incorporationformation, the provisions of this section shall apply, in respect to the removal without cause of a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole. Any director may resign at any time upon notice given in writing or by electronic transmission to the corporation.

Appears in 1 contract

Samples: Lock Up Agreement (Cleantech Acquisition Corp.)

Removal and Resignation. Any director or the entire board of directors may be removed at any time, time with or without cause, cause by the holders of a majority of the shares then entitled to vote at an election of directors. Whenever the holders of any class or series of stock are entitled to elect one or more directors by the provisions of the corporation’s certificate Articles of incorporationIncorporation, the provisions of this section shall apply, in respect to the removal without cause of a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole. Any director may resign at any time upon written notice given in writing or by electronic transmission to the corporation.

Appears in 1 contract

Samples: Notes Securities Purchase Agreement (Global Employment Holdings, Inc.)

Removal and Resignation. Any director or the entire board of directors may be removed at any time, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. Whenever the holders of any class or series are entitled to elect one or more directors by the provisions of the corporation’s certificate 's Certificate of incorporationIncorporation, the provisions of this section shall apply, in respect to the removal without cause of or a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole. Any director may resign at any time upon written notice given in writing or by electronic transmission to the corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Lions Gate Entertainment Corp /Cn/)

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Removal and Resignation. Any director or the entire board of directors may be removed at any time, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. Whenever the holders of any class or series are entitled to elect one or more directors by the provisions of the corporation’s certificate of incorporation, the provisions of this section shall apply, in respect to the removal without cause of or a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole. Any director may resign at any time upon written notice given in writing or by electronic transmission to the corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Capital Gold Corp)

Removal and Resignation. Any director or the entire board of directors may be removed at any time, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. Whenever the holders of any class or series are entitled to elect one or more directors by the provisions of the corporation’s certificate of incorporation, the provisions of this section shall apply, in respect to the removal without cause of or a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole. Any director may resign at any time upon notice given in writing or by electronic transmission to the corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Comforce Corp)

Removal and Resignation. Any director or the entire board of directors may be removed at any time, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. Whenever the holders of any class or series are entitled to elect one or more directors by the provisions of the corporation’s 's certificate of incorporation, the provisions of this section shall apply, in respect to the removal without cause of a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole. Any director may resign at any time upon written notice given in writing or by electronic transmission to the corporation.

Appears in 1 contract

Samples: Plan and Agreement (Gundle SLT Environmental Inc)

Removal and Resignation. Any director or the entire board of directors may be removed at any time, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. Whenever the holders of any class or series are entitled to elect one or more directors by the provisions of the corporation’s certificate of incorporation, the provisions of this section shall apply, in respect to the removal without cause of a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole. Any director may resign at any time upon written notice given in writing or by electronic transmission to the corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (BankFinancial CORP)

Removal and Resignation. Any director or the entire board of directors may be removed at any time, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. Whenever the holders of any class or series are entitled to elect one or more directors by the provisions of the corporation’s 's certificate of incorporation, the provisions of this section shall apply, in respect to the removal without cause of a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole. Any director may resign at any time upon notice given in writing or by electronic transmission to the corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mam Software Group, Inc.)

Removal and Resignation. Any director or the entire board of directors may be removed at any time, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. Whenever the holders of any class or series are entitled to elect one or more directors by the provisions of the corporation’s certificate Certificate of incorporationIncorporation, the provisions of this section shall apply, in respect to the removal without cause of a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole. Any director may resign at any time upon written notice given in writing or by electronic transmission to the corporationCorporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cellular Biomedicine Group, Inc.)

Removal and Resignation. Any director or the entire board Board of directors Directors may be removed at any time, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. Whenever the holders of any class or series are entitled to elect one or more directors by the provisions of the corporationCorporation’s certificate of incorporation, the provisions of this section shall apply, in respect to the removal without cause of or a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole. Any director may resign at any time upon written notice given in writing or by electronic transmission to the corporationCorporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Xplore Technologies Corp)

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