Common use of Removal; Filling of Vacancies Clause in Contracts

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 1.13.1, Executive each Stockholder agrees she it will not vote any shares of Voting Preference Stock and/or Class A Voting Common Stock Beneficially Owned by hersuch Stockholder, and shall not permit any Affiliated Successor of such Stockholder holding any Voting Preference Stock and/or Class A Voting Common Stock, to vote for the removal without cause of any director designated by any other Stockholder in accordance with Section 1.13.1. 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 (xA) Section 1.1(e)(i3.1(d)(i)(x) is replaced by the holders of Voting Preference Stock, the individual designated by the holders of the 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)(i3.1(d)(i)(x), and (yB) Section 1.1(e)(ii3.1(d)(i)(y) 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)(ii3.1(d)(i)(y). Executive agrees to vote her shares , (C) Section 3.1 (d)(ii)(y) is replaced by the holders of Class A Voting a Majority in Interest of Common StockStock held by the Cash Equity Investors, or shall otherwise take any action as is necessary, to cause the election of any successor director individual designated by any Stockholder pursuant the holders of a Majority in Interest of Common Stock held by the Cash Equity Investors to this replace such director must be acceptable to Xxxxxxx, Xxxxxx and Xxxxxxxx and AT&T PCS in accordance with the terms of Section 1.2. The 3.1(d)(ii)(y), and (D) Section 3.1(b) is replaced by the holders of the Voting Preference Stock, agree that during the three (3) year period commencing officer designated by the holders of the Voting Preference Stock to replace such director must be acceptable to holders of a Majority in Interest of the Class A Common Stock Beneficially Owned by the Cash Equity Investors and AT&T PCS in the reasonable discretion of such Cash Equity Investors, on the date hereof they will not (i) remove the individuals nominated by them pursuant to Sections 1.1(e)(i) one hand, and 1.1(e)(ii)AT&T PCS, 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 other hand. Each of Directors.the Stockholders agrees to vote, and to cause its Affiliated Successors to vote, its shares of Voting Preference Stock and/or Class A Voting

Removal; Filling of Vacancies. Except as set forth in ------- --- Section 3.1, each ----------------------------- Section 1.1, Executive Stockholder agrees she it will not vote any shares of Class A Voting Common Company Stock Beneficially Owned by hersuch 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 1.13.1. 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)(i3.1(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 Cash Equity Investors in accordance with the terms of Section 1.1(e)(i)Stockholders agrees to vote, and (y) Section 1.1(e)(ii) is replaced by the holders of Voting Preference Stockto cause its Affiliated Successors to vote, 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 its shares of Class A Voting Common Company Stock, or shall otherwise take any action as is necessary, necessary to cause the election of any successor director designated by any Stockholder pursuant to this Section 1.23.2. 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)(iSection 3.1(e)(i) and 1.1(e)(ii), or (iii) 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)(iSection 3.1(e)(i) and or (e)(iiiii), subject to the agreements of such individuals to serve on the Board of Directors.

Removal; Filling of Vacancies. Except as set forth in ------- --- ----------- ----------------------------- Section 1.1, Executive agrees she he will not vote any shares of Class A Voting Common Stock Beneficially Owned by herhim, 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 his 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 1.13.1, Executive each Stockholder agrees she it will not vote any shares of Class A Voting Common Company Stock Beneficially Owned by hersuch 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 1.13.1. 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)(i3.1(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 Cash Equity Investors in accordance with the terms of Section 1.1(e)(i)Stockholders agrees to vote, and (y) Section 1.1(e)(ii) is replaced by the holders of Voting Preference Stockto cause its Affiliated Successors to vote, 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 its shares of Class A Voting Common Company Stock, or shall otherwise take any action as is necessary, necessary to cause the election of any successor director designated by any Stockholder pursuant to this Section 1.23.2. The holders of the Voting Preference Stock, agree that during the three (3) year period commencing on the date hereof they will not (ix) remove the individuals nominated by them pursuant to Sections 1.1(e)(iSection 3.1(e)(i) and 1.1(e)(ii), or (iiiii); or (y) nominate for election any individuals other than the individuals initially selected by them and approved in accordance with said Sections 1.1(e)(iSection 3.1(e)(i) and or (e)(iiiii), subject to the agreements of such individuals to serve on the Board of Directors.