Common use of Removal and Vacancy Clause in Contracts

Removal and Vacancy. Except as provided in this Section 3.04, no director appointed by a Shareholder(s) entitled to nominate such director under Section 3.03 shall be removed from the Board unless such Shareholder(s) consents to the removal; provided that any Shareholder shall have the right to remove a director, including any director nominated by another Shareholder, in the event that such director is determined by the relevant Governmental Authorities to have convicted of fraud under any applicable Laws. Upon the death, resignation, or incapacity of a director, or upon removal of a director by the Shareholder(s) entitled to nominate such director to the Board under Section 3.03, such Shareholder(s) entitled to nominate such director shall be entitled (and shall have the sole right in accordance with Section 3.03) to nominate such director’s replacement to the Board. Such replacement director shall be promptly seated on the Board following the delivery of director nomination letter to the Company by such Shareholder(s) entitled to so nominate. Any director nominated by a Shareholder as of right hereunder to a position on the Board, following such time as such Shareholder shall cease to hold the right hereunder to nominate individuals to occupy such position, shall be promptly removed therefrom (and such Shareholder undertakes to procure the resignation of such director(s)) as if a motion had been duly made for such removal under this Section 3.04. Upon a motion to remove any director from the Board in accordance with this Section 3.04, each Management SPV shall vote all of the Shares owned thereby to effect removal of such director from the Board.