Removal; Filling of Vacancies. Except as set forth in Section 3.1, each ----------------------------- Stockholder agrees it will not vote any shares of Company Stock Beneficially Owned by such Stockholder, and shall not permit any Affiliated Successor of such Stockholder holding any Company Stock, to vote for the removal without cause of any director designated by any other Stockholder in accordance with Section 3.1. Any Stockholder or group of Stockholders who has the right to designate any member(s) of the Board of Directors shall have the right to replace any member(s) so designated by it (whether or not such member is removed from the Board of Directors with or without cause or ceases to be a member of the Board of Directors by reason of death, disability or for any other reason) upon written notice to the other Stockholders, the Company and the members of the Board of Directors which notice shall set forth the name of the member(s) being replaced and the name of the new member(s); provided, however, that if a director designated pursuant to Section 3.1(e) is replaced by the holders of Voting Preference Stock, the individual designated by the holders of Voting Preference Stock to replace such director must be acceptable to those Stockholders who are entitled pursuant to Section 3.1(e) to approve such director. Each of the Stockholders agrees to vote, and to cause its Affiliated Successors to vote, its shares of Company Stock, or shall otherwise take any action as is necessary to cause the election of any successor director designated by any Stockholder pursuant to this Section 3.2. The holders of the Voting Preference Stock, agree that during the three (3) year period commencing on the date hereof they will not (i) remove the individuals nominated by them pursuant to Section 3.1(e)(i) or (iii) or (ii) nominate for election any individuals other than the individuals initially selected by them and approved in accordance with said Section 3.1(e)(i) or (iii), subject to the agreements of such individuals to serve on the Board of Directors.
Removal; Filling of Vacancies. Except as set forth in Section 3.1, each Stockholder agrees it will not vote any shares of Company Stock Beneficially Owned by such Stockholder, and shall not permit any Affiliated Successor of such Stockholder holding any Company Stock, to vote for the removal without cause of any director designated by any other Stockholder in accordance with Section 3.1. Any Stockholder or group of Stockholders who has the right to designate any member(s) of the Board of Directors shall have the right to replace any member(s) so designated by it (whether or not such member is removed from the Board of Directors with or without cause or ceases to be a member of the Board of Directors by reason of death, disability or for any other reason) upon written notice to the other Stockholders, the Company and the members of the Board of Directors which notice shall set forth the name of the member(s) being replaced and the name of the new member(s). Each of the Stockholders agrees to vote, and to cause its Affiliated Successors to vote, its shares of Preferred Stock and Common Stock, or shall otherwise take any action as is necessary to cause the election of any successor director designated by any Stockholder pursuant to this Section 3.2.
Removal; Filling of Vacancies. Except as set forth in Section 2.1, each Cash Equity Investor agrees it will not vote any shares of Common Stock owned or controlled by such Cash Equity Investor, for the removal without cause of any director designated by any other Cash Equity Investor in accordance with Section 2.1. Any successor director to the director designated by Chase, Desai, Dresdner or Triune (each a "Designating CEI") shall be designated by the applicable Designating CEI; provided, however, that, in the event such successor director is not an employee of the applicable Designating CEI, such successor must also be approved by Two-Thirds in Interest of the Cash Equity Investors.
Removal; Filling of Vacancies. Any or all of the Managers may be removed, either for or without cause, at any meeting of the Members called expressly for that purpose, by the affirmative vote of those Members holding a majority of the Membership Interests then outstanding. Any vacancy occurring among the Managers resulting from the death, resignation, retirement, disqualification or removal from office of any Manager, as the result of an increase in the number of Managers, or otherwise, may be filled by a person or persons designated in writing by all the Members.
Removal; Filling of Vacancies. As long as Sxxxxx Xxxxx is the Chief Executive Officer or the Management Unitholders own at least 5% of the outstanding Units, only MDC can remove and replace its appointed Managers and only Zyman or the Management Unitholders, as the case may be, can remove and replace its or their respective appointed Managers. Following such time as SZ ceases to be Chief Executive Officer of the Company and the Management Unitholders cease to own at least 5% of the outstanding Units, the Members by the required vote as set forth in Section 5.5 shall be entitled to remove any Manager and to elect for the unexpired term of such Manager so removed another individual. Upon the resignation, retirement or death of any of the Managers of the Company, subject to Section 4.3, the Members by the required vote as set forth in Section 5.5, shall be entitled to elect another Person for the unexpired term of such Manager.
Removal; Filling of Vacancies. On all matters relating to the removal of one or more directors of the Company, the holders of Investor Shares and the holders of the Founder Shares shall vote at regular or special meetings of stockholders and give written consent with respect to, such number of shares of Investor Shares and Founder Shares then owned by them (or as to which they then have voting power) as may be necessary to remove from the Board any director selected for removal by the stockholders entitled to designate such director pursuant to Section 3. Any vacancy created by such removal shall be filled pursuant to Section 3. No director elected pursuant to Section 3 may be removed without the vote or written consent of the stockholders entitled to designate such director pursuant to Section 3. In the event of the resignation, death or disqualification of a director, the stockholders entitled to designate such director shall promptly nominate a new director in accordance with Section 3, and the holders of Investor Shares and the holders of the Founder Shares shall promptly vote his, her or its shares of capital stock of the Company to elect such nominee to the Board. In the event that any director is elected to the Board as the result of the filling of a vacancy by members of the Board, then at any time thereafter, upon the written request of stockholders entitled to designate such director pursuant to Section 3, and without limiting the generality of Section 8, the Company shall use best efforts to cause, as promptly as is possible and in compliance with the Company’s certificate of incorporation (including any certificate of designation thereof) and Bylaws, either a meeting of stockholders to be held or a written consent of stockholders to be circulated, in each case submitting to the vote or written consent of stockholders, respectively, the proposed removal of such director and/or election of a substitute director in lieu thereof in accordance with this Agreement.
Removal; Filling of Vacancies. Any officer may be removed at ----------------------------- any time, for or without cause, by the Board of Directors or, if appointed by the President, by the President. Such removal shall be without prejudice to the contract rights, if any. of the person so removed. A vacancy occurring in any office for any reason may be filled by the Board of Directors. A vacancy in any office held by an officer appointed by the President may be filled by the President unless such authority is limited by the Board of Directors.
Removal; Filling of Vacancies. If requested by Cambridge or Sorrento in writing to the other Stockholders prior to the Cut-Off Date or Sorrento Cut-Off Date, respectively, the Stockholders shall vote at regular or special meetings of stockholders and give written consent with respect to, such number of shares of Common Stock Beneficially Owned by them as may be necessary to remove from the Board the Cambridge Designee or the Sorrento Designee, as the case may be. Any vacancy created by such removal shall be filled by party whose designee was so removed. The Cambridge Designee may not be removed without the vote or written consent of Cambridge, and the Sorrento Designee may not be removed without the vote or written consent of Sorrento. In the event of the resignation, death or disqualification of the Cambridge or Sorrento Designee, Cambridge or Sorrento, as the case may be, shall promptly nominate a new director, and each Stockholder shall promptly vote his, her or its shares of Common Stock Beneficially Owned to elect such replacement nominee to the Board.
Removal; Filling of Vacancies. (a) At any time and for any reason, GK Temujin shall have the right to remove the Manager then serving as the GKT Manager. Upon the resignation, retirement, removal or death of the GKT Manager, GK Temujin shall have the right to appoint a replacement GKT Manager; provided that if such replacement GKT Manager is not Xxxxxx Xxxxx, then such appointment shall be subject to the approval of all of the other Members.
(b) At any time and for any reason, Sino Atlantic shall have the right to remove the Manager then serving as the Sino Atlantic Manager. Upon the resignation, retirement, removal or death of the Sino Atlantic Manager, Sino Atlantic shall have the right to appoint a replacement Sino Atlantic Manager; provided that if such replacement Sino Atlantic Manager is not Xxx Xxxxx, then such appointment shall be subject to the approval of all of the other Members.
(c) At any time and for any reason, Xxxxxx shall have the right to remove the Manager then serving as the Xxxxxx Manager. Upon the resignation, retirement, removal or death of the Xxxxxx Manager, Xxxxxx shall have the right to appoint a replacement Xxxxxx Manager; provided that if such replacement Xxxxxx Manager is not Xxx Xxxxxx, then such appointment shall be subject to the approval of all of the other Members.
(d) At any time and for any reason, 8 International shall have the right to remove the Manager then serving as the 8 International Manager. Upon the resignation, retirement, removal or death of the 8 International Manager, 8 International shall have the right to appoint a replacement 8 International Manager; provided that if such replacement 8 International Manager is not Gilliar, then such appointment shall be subject to the approval of all of the other Members.
(e) At any time and for any reason, GIV shall have the right to remove the Manager then serving as the GIV Manager. Upon the resignation, retirement, removal or death of the GIV Manager, GIV shall have the right to appoint a replacement GIV Manager; provided that if such replacement GIV Manager is not Bobulinski, then such appointment shall be subject to the approval of all of the other Members.
Removal; Filling of Vacancies. Except as set forth in Section 2.1, each Stockholder agrees it will not, and will not permit any Affiliated Successor of such Stockholder to, vote any shares of Company Stock for the removal without cause of any director designated by any other Stockholder in accordance with Section 2.1. Any Stockholder or group of Stockholders who has the right to designate any member(s) of the Board of Directors shall have the right to replace any member(s) so designated by it (whether or not such member is removed from the Board of Directors with or without cause or ceases to be a member of the Board of Directors by reason of death, disability or for any other reason) upon written notice to the other Stockholders, the Company and the members of the Board of Directors which notice shall set forth the name of the member(s) being replaced and the name of the new member(s). Each of the Stockholders agree to vote, and to cause its Affiliated Successors to vote, its shares of Company Stock for the election of any successor director designated by any Stockholder pursuant to this Section 2.2.
