Removal; Filling of Vacancies. Except as set forth in ------- --- ----------------------------- Section 1.1, Executive agrees she will not vote any shares of Class A Voting Common Stock Beneficially Owned by her, to vote for the removal without cause of any director designated by any other Stockholder in accordance with Section 1.1. 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 (x) Section 1.1(e)(i) 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 the Cash Equity Investors in accordance with the terms of Section 1.1(e)(i), and (y) Section 1.1(e)(ii) 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 the Cash Equity Investors and AT&T PCS in accordance with the terms of Section 1.1(e)(ii). Executive agrees to vote her shares of Class A Voting 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 1.2. 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 Sections 1.1(e)(i) and 1.1(e)(ii), or (ii) nominate for election any individuals other than the individuals initially selected by them and approved in accordance with said Sections 1.1(e)(i) and (e)(ii), subject to the agreements of such individuals to serve on the Board of Directors.
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. 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. Any or all of the Managers may be removed, either with or without cause, at any meeting of the Members called expressly for that purpose, by the unanimous affirmative vote of the Members. Any vacancy occurring in the Managers resulting from the death, resignation, retirement, disqualification or removal from office of any Manager or otherwise shall be filled by the affirmative vote of a majority of the remaining Managers or may be filled by election at any annual or special meeting of Members called for such purpose.
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. As long as Xxxxxx 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. Any Manager may be removed, with or without cause, by the affirmative vote of the Member class that had the right to initially elect such Manager. Any vacancy occurring in the Managers resulting from the death, resignation or removal or otherwise shall be filled by the Member class that had the right to initially elect such Manager. A Manager elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.
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. Except as set forth in Section 2.1, each Cash Equity Investor agrees it will not vote any shares of Series C Preferred Stock and/or 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, except at the request of such other Cash Equity Investor. Any successor director to the director designated by Conseco, Dresdner or Entergy (a "Designating CEI") shall be designated by the applicable Designating CEI, provided, however, in the event (i) that the aggregate number of shares of Series C Preferred Stock and/or Common Stock (on an as-converted basis) owned or controlled by such Designating CEI or its Affiliated Successors is less than fifty percent of the Series C Preferred Stock and/or Common Stock (on an as-converted basis) owned or controlled by such Designating CEI on the date hereof (after adjustment for stock dividends, splits, combinations and the like) or (ii) on any date of determination, such Designating CEI has sold, transferred or otherwise disposed of one-third or more of the shares of Series C Preferred Stock and/or Common Stock owned or controlled by such Designating CEI on the date hereof and as a result of such sale, transfer or other dispositions the CEI Ownership Percentage (as defined below) of such Designating CEI is not one of the three highest CEI Ownership Percentages, the successor director shall be selected by Two-Thirds in Interest of the Cash Equity Investors. For purposes of this Agreement, "CEI Ownership Percentage" shall mean the percentage obtained by dividing the number of shares of Common Stock and/or Series C Preferred Stock (on an as-converted basis) held by the applicable Cash Equity Investor and its Affiliated Successors by the total number of shares of Common Stock and/or Series C Preferred Stock held by all Cash Equity Investors. Notwithstanding the foregoing, if a Designating CEI defaults on its Unfunded Commitment, the Cash Equity Investor who has the largest CEI Ownership Percentage of the Cash Equity Investors other than the Designating CEI's after giving effect to such defaults shall become a Designating CEI for purposes of Section 2.1(a) and this Section 2.2.
Removal; Filling of Vacancies. As long as WWG owns outstanding Units of the Company, only MDC Holdco can remove and replace its appointed Managers and only WWG can remove and replace its appointed Managers. Following such time, 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.
