Common use of Removal of Board Members Clause in Contracts

Removal of Board Members. Each Voting Party also agrees to vote, or cause to be voted, all Shares owned by such Voting Party, or over which such Voting Party has voting control, from time to time and at all times, and to take all necessary actions within such Voting Party’s control to ensure that: (a) no director elected pursuant to Subsections 1.2 of this Agreement is removed from office unless such removal is directed or approved by the affirmative vote of the Person(s) entitled under Subsection 1.2 to designate that director; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Subsections 1.2 shall be filled by the Person(s) entitled to designate or approve such director pursuant to the provisions of this Section 1; and (c) upon the request of any party entitled to designate a director as provided in Subsection 1.2 to remove such director, such director shall be removed. All Voting Parties agree to execute any written consents required to perform the obligations of this Section 1, and the Company agrees at the request of any Person or group entitled to designate directors to call a special meeting of shareholders for the purpose of electing directors.

Appears in 2 contracts

Samples: Voting Agreement (Lowell Farms Inc.), Voting Agreement

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Removal of Board Members. Each Voting Party Investor also agrees to vote, or cause to be voted, all Shares owned by such Voting PartyInvestor, or over which such Voting Party Investor has voting control, from time to time and at all times, and to take all in whatever manner as shall be necessary actions within such Voting Party’s control to ensure that: (a) no director elected pursuant to Subsections 1.2 Sections 1.2(a) or (b) of this Agreement is may be removed from office unless unless: (i) such removal is directed or approved by the affirmative vote of the Person(s) Person, or of the holders of a majority of the shares of stock (or each class of stock), entitled under Subsection Section 1.2 to designate that director, or (ii) the Person(s) originally entitled to designate or approve such director or occupy such Board seat pursuant to Sections 1.2(a) or (b) is no longer so entitled to designate or approve such director or occupy such Board seat; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Subsections 1.2 Sections 1.2(a) or (b) shall be filled by the Person(s) entitled to designate or approve such director pursuant to the provisions of this Section 11.2; and (c) upon the request of any party or parties entitled to designate a director as provided in Subsection 1.2 Sections 1.2(a) or (b), to remove such director, such director shall be removed. All Voting Parties Investors agree to execute any written consents required to perform the obligations of this Section 1Agreement, and the Company agrees at the request of any Person or group party entitled to designate directors to call a special meeting of shareholders stockholders for the purpose of electing directors.

Appears in 2 contracts

Samples: Voting Agreement (AMERICAN POWER GROUP Corp), Voting Agreement (AMERICAN POWER GROUP Corp)

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Removal of Board Members. Each Voting Party Stockholder also agrees to vote, or cause to be votedvoted (to the extent so entitled), all Shares owned by such Voting PartyStockholder, or over which such Voting Party Stockholder has voting control, from time to time and at all times, and to take all in whatever manner as shall be necessary actions within such Voting Party’s control to ensure that: (a) no director elected pursuant to Subsections 1.2 or 1.3 of this Agreement is may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) Person, or of the holders of at least a majority of the shares of stock, entitled under Subsection 1.2 to designate that directordirector or (ii) the Person(s) originally entitled to designate or approve such director or occupy such Board seat pursuant to Subsection 1.2 is no longer so entitled to designate or approve such director or occupy such Board seat; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Subsections 1.2 or 1.3 shall be filled by the Person(s) entitled to designate or approve such director pursuant to the provisions of this Section 1; and; (c) upon the request of any party entitled to designate a director as provided in Subsection 1.2 1.2(a) or 1.2(b) to remove such director, such director shall be removed. ; and (d) All Voting Parties Stockholders agree to execute any written consents required to perform the obligations of this Section 1Agreement, and the Company agrees at the request of any Person or group party entitled to designate directors to call a special meeting of shareholders stockholders for the purpose of electing directors.

Appears in 1 contract

Samples: Voting Agreement (Myriant Corp)

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