REMOVAL OF A DIRECTOR. Any Director may be removed either by (a) the vote or written consent of at least two-thirds (2/3) of the Directors not subject to the removal vote or (b)(i) the vote, if at a meeting, of Shareholders holding a majority of the outstanding voting securities or (ii) written consent of Shareholders holding not less than two-thirds (2/3) of the total number of votes eligible to be cast by all Shareholders for the election of Directors. For this purpose, the vote of a majority of the outstanding voting securities means, unless otherwise defined by the 1940 Act, the vote, at an annual or a special meeting of Shareholders, of 67% or more of the total number of votes eligible to be cast by all Shareholders present at the meeting, if the holders of more than 50% of the total number of votes eligible to be cast by all Shareholders are present or represented by proxy, or of more than 50% of the total number of votes eligible to be cast by all Shareholders, whichever is less.
REMOVAL OF A DIRECTOR. Any Director may be removed either by (a) the vote or written consent of at least two‑thirds (2/3) of the Directors not subject to the removal vote or (b) at a meeting, the vote of 75% of the outstanding Shares.
REMOVAL OF A DIRECTOR. (a) An HSNi Designee may be removed only upon, and shall be removed effective upon, the removal or resignation of such Designee from the HSNi Board.
(b) Any Universal Designee may be removed either for or without cause at any time, but only by the holders of a majority of the Class B Shares in a writing to such effect; provided that Universal shall also cause such designee to be removed from the HSNi Board pursuant to the Governance Agreement. A Universal Designee shall be removed from the Company Board effective upon the removal for cause of such Universal Designee from the HSNi Board.
(c) Any Liberty Designee may be removed either for or without cause at any time, but only by the holders of a majority of the Class C Shares in a writing to such effect; provided that, to the extent such Liberty Designee is then serving as a Liberty Director, Liberty shall also cause such designee to be removed from the HSNi Board pursuant to the Governance Agreement. A Liberty Designee shall be removed from the Company Board effective upon the removal for cause of such Liberty Designee from the HSNi Board.
REMOVAL OF A DIRECTOR. (i) Any Director may be removed, by written notice to the Company Board, either with or without cause at any time by the Member who designated such Director.
(ii) Any Director who is designated by a Withdrawing Member, and who has not previously notified the Company of his or her resignation, must be removed by such Withdrawing Member at the time such Withdrawing Member ceases to be a Member, provided that if such Withdrawing Member fails to remove the Director designated by it at the time it ceases to be a Member, the Company Board shall be entitled to, and shall, remove such Director with effect from the time such Withdrawing Member ceased to be a Member.
REMOVAL OF A DIRECTOR. The Parties agree that with respect to the APGL Directors and Sponsor Directors, in pursuance of Clause 11.2, the power to appoint and remove a Director lies solely with the Party so entitled to nominate that Director. Each Party so entitled, may by notice in writing signed by them and left at or sent to the registered office of the Company, nominate their nominee Directors and by like notice remove any Director so appointed. The Party nominating a Director shall from time to time, by like notice, have the right to appoint any other person to be a Director in the place of the Director so removed or in the place of any Director vacating office as a result of being removed by that Party or in any other way. The remaining Directors, as then constituting the Board shall act to appoint or remove such person as the nominee Director.
REMOVAL OF A DIRECTOR. Any Director may be removed from time to time with or without cause by the affirmative vote of Members holding 80 percent or more of the Percentage Interests.
REMOVAL OF A DIRECTOR. Where a Director fails to meet the agreed expectations of their role as a Director, or contravenes policies and guidelines where there is a resulting impact to the AAGE and its reputation and/or operations, the Chair with the agreement of the majority of the Board can remove a Director and appoint another Director instead. Prior to this, the Chair must follow a due diligence process to establish the facts and provide the relevant Director with natural justice (right of reply).
REMOVAL OF A DIRECTOR will be by a vote of a majority of all the WECC Members, not just those Members voting, in addition to a majority of the Classes (three of the five) having a majority vote from the Members of the individual Class. Removal may only take place at a meeting called for that purpose by notice provided in accordance with the notice requirements for member meetings. A vote, by all Members, to consider removal of a Director will occur based upon a petition, for such an all-Member vote, supported by twenty percent (20%), each, of the Members of three of the five Member Classes.
REMOVAL OF A DIRECTOR. Any Director may be removed from office, with or without cause, by written notice to such Director by the Sole Member.
REMOVAL OF A DIRECTOR. 11.1 If an Appointing Shareholder removes (or is deemed to have removed) a Director appointed by it then such Shareholder shall procure that such Director vacates office without any claim to JVCo for loss of office or otherwise relating to his removal and such Appointing Shareholder shall indemnify and hold harmless, to the fullest extent permitted by law, JVCo against any loss, cost, damage, expense or liability suffered or incurred:
11.1.1 by reason of any claim by the vacating Director for wrongful or unfair dismissal or redundancy; and
11.1.2 in connection with it having been or being a party or having been or being threatened to be made party to any threatened, pending or completed action, suit or proceedings, whether civil, criminal, administrative or investigative by reason of any of the matters referred to in Clause 11.1.1 above; provided however that JVCo shall not be so indemnified with respect to any matter resulting from its wilful default, negligence or fraud, and that a Shareholder‟s aggregate liability under and in connection with the indemnity set out in this Clause 11.1 shall be limited to £10,000,000.
11.2 The indemnity contained in this Clause 11 shall continue notwithstanding the termination (in whole or in part) of this Agreement and/or the winding up of JVCo (for any reason whatsoever).
11.3 Notwithstanding any other term of this Agreement, a Shareholder shall immediately remove a Director appointed by it (by written notice to JVCo and the other Shareholder) if:
11.3.1 that Shareholder ceases to be a shareholder of JVCo (in which circumstances, the outgoing Shareholder shall remove all Directors appointed by it and the outgoing Shareholder shall not be entitled to replace any Director);
11.3.2 the Director exercises his voting rights in contravention of this Agreement (in which circumstances the Shareholders shall co-operate with each other as appropriate to rectify any adverse consequences of that Director‟s actions or omissions);
11.3.3 the Director becomes bankrupt or makes any arrangement or composition with its creditors generally (or any step is taken towards the same);
11.3.4 the Director is, or may be, suffering from mental disorder and either:
(a) is admitted to hospital under an application for admission for treatment under the Mental Health Xxx 0000 or, in Scotland, the Xxxxxx Xxxxxx (Xxxxxxxx) Xxx 0000; or
(b) an order is made (by a court having jurisdiction) for the Director‟s detention or for the appointment of a receive...
