Common use of Removal of Board Members Clause in Contracts

Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections 1.2 or 1.3 of this Agreement may be removed from office unless (i) such removal is directed or approved by the affirmative vote of the Person, or of the holders of at least a majority of the shares of the Company’s capital stock, entitled under 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 Section 1.2 is no longer so entitled to designate or approve such director or occupy such Board seat. For the avoidance of doubt, no Active Founder may be removed from the Board for so long as such Active Founder (i) remains a full-time employee of the Company and (ii) continues to hold, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares; and (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Sections 1.2 or 1.3 shall be filled pursuant to the provisions of this Section 1. All Stockholders agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate directors to call a special meeting of stockholders for the purpose of electing directors.

Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Voting Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections 1.2 or 1.3 of this Agreement hereof may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person, or of the holders of at least a majority of the shares of the Company’s capital stock, entitled under Section 1.2 hereof to designate that director, director or (ii) the Person(s) originally entitled to designate or approve such director or occupy such Board seat pursuant to Section 1.2 hereof is no longer so entitled to designate or approve such director or occupy such Board seat. For the avoidance of doubt, no Active Founder may be removed from the Board for so long as such Active Founder (i) remains a full-time employee of the Company and (ii) continues to hold, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares; and; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Sections 1.2 or 1.3 hereof shall be filled pursuant to the provisions of this Section 1; and (c) upon the request of any party entitled to designate a director as provided in Sections 1.2(a)-(d) hereof to remove such director, such director shall be removed. All Stockholders agree to (a) attend the Company’s stockholders’ meeting, and any adjournment thereof, and (b) execute any written consents consents, required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate directors to call a special meeting of the Company’s stockholders for the purpose of electing directors.

Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections 1.2 Section 1.2(a), (b) or (d) or Section 1.3 of this Agreement may be removed from office unless (i) such removal is directed or approved by (A) in the case of Section 1.2(a) or (b), the affirmative vote of the PersonPerson(s) entitled under Section 1.2(a) or (b), as the case may be, to designate such director or (B) in the case of the holders of at least Section 1.2(d), a majority of the shares of the Company’s capital stock, entitled under Section 1.2 to designate that director, or other Board members; and (ii) the Person(s) originally entitled to designate or approve such director or occupy such Board seat pursuant to Section 1.2 (a), (b) or (d) is no longer so entitled to designate or approve such director or occupy such Board seat. For the avoidance of doubt, no Active Founder may be removed from the Board for so long as such Active Founder (i) remains a full-time employee of the Company and (ii) continues to hold, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares; and; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Sections 1.2 1.3 or 1.3 1.4 shall be filled pursuant to the provisions of this Section 1; and (c) upon the request of any party or parties entitled to designate a director as provided in Section 1.2(a) and Section 1.2(b) and to remove an Independent Director pursuant Section 1.4(a)(i)(B), in each case to remove such director, such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate directors to call a special meeting of stockholders for the purpose of electing directors.

Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or Capital Stock over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections 1.2 or 1.3 of this Agreement Section 2 may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person, or of the holders of at least a majority of the shares of the Company’s capital stock, stock entitled under Section 1.2 2.2 above to designate or elect that director, ; or (ii) the Person(s) originally entitled to designate or approve such director or occupy such Board seat pursuant to Section 1.2 2.2 above is no longer so entitled to designate or approve such director or occupy such Board seat. For the avoidance of doubt, no Active Founder may be removed from the Board for so long as such Active Founder (i) remains a full-time employee of the Company and (ii) continues to hold, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares; and; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Sections 1.2 or 1.3 this Section 2 shall be filled pursuant to the provisions of this Section 12; (c) upon the request of any party entitled to designate a director as provided in Sections 2.2(b) through 2.2(d) above to remove such director, such director shall be removed; and (d) upon the request of a majority of the members of the Board then in office to remove the Independent Director, such director shall be removed. All Stockholders agree to execute any written consents or proxies required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate directors to call a special meeting of stockholders for the purpose of electing directors.

Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections 1.2 paragraph (a), (b), (c) or 1.3 (d) of Section 3.1 of this Agreement may be removed from office (other than for cause, as determined by a majority of the disinterested directors) unless (i) such removal is directed or approved by the affirmative vote of the Person, or of the holders of at least a majority of the shares of the Company’s capital stock, Person(s) entitled under the applicable paragraph of Section 1.2 3.1 to designate that director, director or (ii) the Person(s) originally entitled to designate or approve such director or occupy such Board seat pursuant to the applicable paragraph of Section 1.2 3.1 is no longer so entitled to designate or approve such director or occupy such Board seat. For the avoidance of doubt, no Active Founder may be removed from the Board for so long as such Active Founder (i) remains a full-time employee of the Company and (ii) continues to hold, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares; and; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Sections 1.2 or 1.3 Section 3.1 shall be filled pursuant to the provisions of this Section 13; and (c) upon the request of any Person(s) entitled to designate a director as provided in Section 3.1 to remove such director, such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate directors to call a special meeting of stockholders for the purpose of electing directors.

Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections Subsections 1.2 or 1.3 of this Agreement may be removed from office unless (i) such removal is directed or approved by the affirmative vote of the PersonPerson(s), or of the holders of at least a majority of the shares of the Company’s capital stock, entitled under Section Subsection 1.2 to designate that directordirector (which, for purposes of Subsection 1.2(a) shall mean the Requisite GMAR Holders); or (ii) the Person(s) originally entitled to designate or approve such director or occupy such Board seat pursuant to Section Subsection 1.2 is no longer so entitled to designate or approve such director or occupy such Board seat. For the avoidance of doubt, no Active Founder may be removed from the Board for so long as such Active Founder (i) remains a full-time employee of the Company and (ii) continues to hold, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares; anddirector; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Sections Subsections 1.2 or 1.3 shall be filled pursuant to in a manner consistent with 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(a) or 1.2(b) to remove such director, such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this AgreementSection 1, and the Company agrees at the request of any party Person or group entitled to designate directors to call a special meeting of stockholders for the purpose of electing directors.

Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director Director elected pursuant to Sections 1.2 or Section 1.3 of this Agreement may be removed from office unless (i) such removal is directed or approved by the affirmative vote of the PersonPerson(s), or of the holders of at least a majority of the shares class and series of the Company’s Company capital stock, entitled under Section 1.2 1.3 to designate that director, Director; or (ii) the Person(s) originally entitled to designate or approve such director Director or occupy such Board seat pursuant to Section 1.2 is 1.3 is(are) no longer so entitled to designate or approve such director Director or occupy such Board seat. For the avoidance of doubt, no Active Founder may be removed from the Board for so long as such Active Founder (i) remains a full-time employee seat by reason of the Company and (ii) continues conditions to hold, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares; andright of designation set forth in Section 1.3; (b) any vacancies created by the resignation, removal or death of a director Director elected pursuant to Sections 1.2 or 1.3 1.3(a) and (b) shall be filled pursuant to the provisions of this Section 1; and (c) upon the request of any Stockholder entitled to designate a Director as provided in Section 1.3 to remove such Director and replace such Director with another individual, such Director shall be removed and replaced with the individual designated by such Stockholder. All Stockholders agree to execute any written consents required to perform the obligations of this AgreementSection 1, and the Company agrees at the request of any party Person or group entitled to designate directors Directors to call a special meeting of stockholders for the purpose of electing directorsDirectors.

Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections 1.1 or 1.2 or 1.3 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person, or of the holders of at least a majority of the shares of the Company’s capital stock, entitled under Section 1.2 1.1 to designate that director, director or (ii) the Person(s) originally entitled to designate or approve such director or occupy such Board seat pursuant to Section 1.2 1.1 is no longer so entitled to designate or approve such director or occupy such Board seat. For the avoidance of doubt, no Active Founder may be removed from the Board for so long as such Active Founder (i) remains a full-time employee of the Company and (ii) continues to hold, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares; and (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Sections 1.1 or 1.2 or 1.3 shall be filled pursuant to the provisions of this Section 1. All Stockholders agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate directors to call a special meeting of stockholders for the purpose of electing directors.

Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections 1.1 or 1.2 or 1.3 of this Agreement may be removed from office unless (i) such removal is directed or approved by the affirmative vote of the Person, or holders of the holders of at least a majority of the shares of the Company’s capital stock, Shares entitled under Section 1.2 1.1 to designate that director, or (ii) the Person(s) originally entitled to designate or approve such director or occupy such Board seat pursuant to Section 1.2 is no longer so entitled to designate or approve such director or occupy such Board seat. For the avoidance of doubt, no Active Founder may be removed from the Board for so long as such Active Founder (i) remains a full-time employee of the Company and (ii) continues to hold, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares; and, (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Sections 1.1 or 1.2 or 1.3 in the case of the vacancy referenced in clause (a) of Section 1.1 shall be filled pursuant to the provisions of this Section 1; provided, however, that the Stockholders acknowledge and agree that prior to any election of directors by Stockholders at a meeting of stockholders called for that purpose, any vacancy shall be filled by the remaining directors who have been elected by holders of the Shares entitled under Section 1.1 to designate that director, and (c) upon the request of the stockholders entitled to designate a director as provided in Sections 1.1(a), 1.1(b), or 1.1(c) to remove such director, such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate directors to call a special meeting of stockholders for the purpose of electing directors.

Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections 1.2 or 1.3 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the PersonPerson(s), or of the holders of at least a majority of the shares of the Company’s capital stockShares, entitled under 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 Section 1.2 is no longer so entitled to designate or approve such director or occupy such Board seat. For the avoidance of doubt, no Active Founder may be removed from the Board for so long as such Active Founder (i) remains a full-time employee of the Company and (ii) continues to hold, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares; and; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Sections 1.2 or 1.3 shall be filled pursuant to the provisions of this Section 11.4; (c) upon the request of any party entitled to designate a director as provided in Section 1.2(a), 1.2(b), 1.2(c) or 1.2(d) to remove such director, such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this AgreementSection 1, and the Company agrees at the request of any party Person or group entitled to designate directors to call a special meeting of stockholders for the purpose of electing directors.

Removal of Board Members. Each Stockholder Key Holder also agrees in favor of the Investor to vote, or cause to be voted, all of its Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections Section 1.2 or 1.3 of this Agreement may be removed from office unless (i) such removal is directed or approved by the affirmative vote of the Person, or of the holders of at least a majority of the shares of the Company’s capital stock, entitled under Section 1.2 to designate that director, Investor; or (ii) the Person(s) originally entitled to designate or approve such director or occupy such Board seat pursuant to Section 1.2 Investor is no longer so entitled to designate or approve such director or occupy such Board seat. For the avoidance of doubt, no Active Founder may be removed from the Board for so long as such Active Founder (i) remains a full-time employee of the Company and (ii) continues to hold, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares; anddirector; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Sections Section 1.2 or 1.3 shall be filled pursuant to the provisions of this Section 11.4; and (c) upon the request of the Investor to remove the Investor Designee as director, such Investor Designee shall be removed. All Stockholders The Key Holders agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate directors the Investor to call a special meeting of stockholders for the purpose of electing directors. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.

Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all of its Shares now owned or hereafter acquired by such Stockholder, Stockholder or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary (and attend, in person or by proxy, all meetings of stockholders called for the purpose of electing directors), and agree to take all actions (including, but not limited to, the execution of written consents and the calling of a stockholder meeting) to ensure that: (a) no director elected pursuant to Sections 1.2 Subsections 2.2 or 1.3 2.3 of this Agreement may be removed from office unless (i) such removal is directed or approved by the affirmative vote of the Person, or of the holders of at least a majority of the shares of the Company’s capital stock, entitled under Section 1.2 to designate that director, Requisite Stockholders; or (ii) the Person(s) Stockholders originally entitled to designate or approve such director or occupy such Board seat pursuant to Section 1.2 is Subsection 2.2 are no longer so entitled to designate or approve such director or occupy such Board seat. For the avoidance of doubt, no Active Founder may be removed from the Board for so long as such Active Founder (i) remains a full-time employee of the Company and (ii) continues to hold, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares; anddirector; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Sections 1.2 Subsections 2.2 or 1.3 2.3 shall be filled pursuant to the provisions of this Section 12; and (c) upon the request of the Requisite Stockholders to remove such director, such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this AgreementSection 2, and the Company agrees at the request of any party Person or group entitled to designate directors to call a special meeting of stockholders for the purpose of electing directors.

Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections 1.2 or Section 1.3 of this Agreement may be removed from office unless (i) such removal is directed or approved by the affirmative vote of the PersonPerson(s) (as defined below), or of the holders of at least a majority the class of the shares of the Company’s capital stock, entitled under Section 1.2 to designate that director, director or (ii) the Person(s) originally entitled to designate or approve such director or occupy such Post-Financing Board seat pursuant to Section 1.2 is no longer so entitled to designate or approve such director or occupy such Post-Financing Board seat. For the avoidance of doubt, no Active Founder may be removed from the Board for so long as such Active Founder (i) remains a full-time employee of the Company and (ii) continues to hold, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares; and (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Sections 1.2 or Section 1.3 shall be filled pursuant to the provisions of this Section 1. All Stockholders agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate directors to call a special meeting of stockholders for the purpose of electing directors.

Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections 1.2 or 1.3 of this Agreement may be removed from office other than for cause (as reasonably determined by a majority of the board acting in good faith) unless (i) such removal is directed or approved by the affirmative vote of the Person, or of the holders of at least a majority of the shares of the Company’s capital stock, entitled under Section 1.2 to designate that director, director or (ii) the Person(s) originally entitled to designate or approve such director or occupy such Board seat pursuant to Section 1.2 is no longer so entitled to designate or approve such director or occupy such Board seat. For the avoidance of doubt, no Active Founder may be removed from the Board for so long as such Active Founder (i) remains a full-time employee of the Company and (ii) continues to hold, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares; and (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Sections 1.2 or 1.3 shall be filled pursuant to the provisions of this Section 1. All Stockholders agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate directors to call a special meeting of stockholders for the purpose of electing directors.

Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections 1.2 Subsections 3.2 or 1.3 3.3 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person, or of the holders of at least a majority of the shares of the Company’s capital stock, entitled under Section 1.2 Subsections 3.2 to designate that director, ; or (ii) the Person(s) originally entitled to designate or approve such director or occupy such Board seat pursuant to Section 1.2 Subsections 3.2 is no longer so entitled to designate or approve such director or occupy such Board seat. For the avoidance of doubt, no Active Founder may be removed from the Board for so long as such Active Founder (i) remains a full-time employee of the Company and (ii) continues to hold, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares; anddirector; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Sections 1.2 Subsections 3.2 or 1.3 3.3 shall be filled pursuant to the provisions of this Section 13; and (c) upon the request of any party entitled to designate a director as provided in Subsection 3.2 to remove such director, such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate directors to call a special meeting of stockholders for the purpose of electing directors.

Removal of Board Members. Each Stockholder Shareholder also agrees to vote, or cause to be voted, all Shares owned by such StockholderShareholder, or over which such Stockholder Shareholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections 1.2 or 1.3 of this Agreement may be removed from office unless (i) such removal is directed or approved by the affirmative vote of the Person, or of the holders of at least a majority of the shares of the Company’s capital stock, Person(s) originally entitled under Section 1.2 to designate that directoror approve such director in accordance with Sections 1.2 or 1.3, or (ii) the Person(s) originally entitled to designate or approve such director or occupy such Board seat pursuant to Section 1.2 is no longer so entitled to designate or approve such director or to occupy such Board seat. For the avoidance of doubt, no Active Founder may be removed from the Board for so long as such Active Founder (i) remains a full-time employee of the Company and (ii) continues to hold, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares; and; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Sections 1.2 or 1.3 shall be filled pursuant to the provisions of Section 1 of this Section 1Agreement; and (c) upon the request of the majority of the holders of the Shares entitled to designate a director as provided in Sections 1.2(a), 1.2(b) and 1.2(c) to remove such director, such director shall be removed. All Stockholders Shareholders agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party Person entitled to designate directors to call a special meeting of stockholders Company shareholders for the purpose of electing directors.

Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) : no director elected pursuant to Sections Subsections 1.2 or 1.3 of this Agreement may be removed from office unless (i) such removal is directed or approved by the affirmative vote of the PersonPerson(s), or of the holders of at least a majority of the shares of stock, as the Company’s capital stockcase may be, entitled under Section Subsection 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 Section Subsection 1.2 is no longer so entitled to designate or approve such director or occupy such Board seat. For pursuant to the avoidance terms of doubt, no Active Founder may be removed from the Board for so long as such Active Founder (i) remains a full-time employee of the Company and (ii) continues to hold, together with such Active Founder’s AF Trust(s), if any, the Threshold SharesSubsection 1.2; and (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Sections Subsections 1.2 or 1.3 shall be filled pursuant to the provisions of this Section 1; and upon the request of any party entitled to designate a director as provided in Subsections 1.2(a), 1.2(b), 1.2(c) or 1.2(d) to remove such director, such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this AgreementSection 1, and the Company agrees at the request of any party Person or group entitled to designate directors to call a special meeting of stockholders for the purpose of electing directors.

Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections Subsections 1.2 or 1.3 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person, or of the holders of at least a majority that percentage of the shares of the Company’s capital stock, stock entitled under Section Subsection 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 Section Subsection 1.2 is no longer so entitled to designate or approve such director or occupy such Board seat. For the avoidance of doubt, no Active Founder may be removed from the Board for so long as such Active Founder (i) remains a full-time employee of the Company and (ii) continues to hold, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares; and; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Sections Subsections 1.2 or 1.3 shall be filled pursuant to the provisions of this Section 1; and (c) upon the request of any party or parties, as applicable, entitled to designate a director as provided in Subsections 1.2(a) to remove such director, such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate directors to call a special meeting of stockholders for the purpose of electing directors.

Removal of Board Members. Each Stockholder Key Holder also agrees in favor of the Investor to vote, or cause to be voted, all of its Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections 1.2 or Section 1.3 of this Agreement may be removed from office unless (i) such removal is directed or approved by the affirmative vote of the Person, or of the holders of at least a majority of the shares of the Company’s capital stock, entitled under Section 1.2 to designate that director, Investor; or (ii) the Person(s) originally entitled to designate or approve such director or occupy such Board seat pursuant to Section 1.2 Investor is no longer so entitled to designate or approve such director or occupy such Board seat. For the avoidance of doubt, no Active Founder may be removed from the Board for so long as such Active Founder (i) remains a full-time employee of the Company and (ii) continues to hold, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares; anddirector; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Sections 1.2 or Section 1.3 shall be filled pursuant to the provisions of this Section 11.5; and (c) upon the request of the Investor to remove the Investor Designee as director, such Investor Designee shall be removed. All Stockholders The Key Holders agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate directors the Investor to call a special meeting of stockholders for the purpose of electing directors. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.

Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares voting Capital Stock owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections 1.2 or 1.3 of this Agreement Section 2 may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person, or of the holders of at least a majority of the shares of the Company’s capital stock, stock entitled under Section 1.2 2.2 above to designate or elect that director, ; or (ii) the Person(s) originally entitled to designate or approve such director or occupy such Board seat pursuant to Section 1.2 2.2 above is no longer so entitled to designate or approve such director or occupy such Board seat. For the avoidance of doubt, no Active Founder may be removed from the Board for so long as such Active Founder (i) remains a full-time employee of the Company and (ii) continues to hold, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares; and; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Sections 1.2 or 1.3 this Section 2 shall be filled pursuant to the provisions of this Section 12; (c) upon the request of any party entitled to designate a director as provided in Section 2.2(b) through 2.2(c) above to remove such director, such director shall be removed; and (d) upon the request of a majority of the members of the Board then in office to remove the Independent Director, such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate directors to call a special meeting of stockholders for the purpose of electing directors.

Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections Subsections 1.2 or 1.3 of this Agreement may be removed from office office, other than for cause, unless (i) such removal is directed or approved by the affirmative vote of the Person, or of the holders of at least a majority of the shares of the Company’s capital stock, Person entitled under Section Subsection 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 Section Subsection 1.2 is no longer so entitled to designate or approve such director or occupy such Board seat. For the avoidance of doubt, no Active Founder may be removed from the Board for so long as such Active Founder (i) remains a full-time employee of the Company and (ii) continues to hold, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares; and; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Sections 1.2 Subsections 1.3 or 1.3 1.4 shall be filled pursuant to the provisions of this Section 11 or by the Board with the prior written consent of the Person entitled to designate such director under Subsection 1.2; and (c) upon the request of any party entitled to designate a director as provided in Subsection 1.2(a) or 1.2(b) to remove such director, such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate directors to call a special meeting of stockholders for the purpose of electing directors.

Removal of Board Members. Each Stockholder also agrees to shall vote, or cause to be voted, all Shares shares of voting Company Capital Stock now owned or hereafter acquired by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (ai) no director Director elected pursuant to Sections 1.2 or 1.3 of this Agreement subsection (a) above may be removed from office unless (iA) such removal is directed or approved by the affirmative vote of the Person, or of the holders of at least a majority of the shares of the Company’s capital stock, Stockholders entitled under Section 1.2 subsection (a) to designate that director, or (iiB) to the Person(s) originally entitled to designate or approve extent such director or occupy such Board seat pursuant to Section 1.2 Director is no longer so entitled to designate or approve such director or occupy such Board seat. For the avoidance of doubt, no Active Founder may be removed from the Board for so long as such Active Founder (i) remains a full-time an employee of the Company, such Director’s employment with the Company and has been terminated for Cause, or (C) such removal is for cause in accordance with the DGCL; (ii) continues to hold, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares; and (b) any vacancies created by the resignation, removal or death of a director Director elected pursuant to Sections 1.2 or 1.3 subsection (a) above shall be filled pursuant to the provisions of this Section 13.2; and (iii) upon the request of any party entitled to designate a Director as provided in subsection (a) above to remove such Director, such Director shall be removed and replaced in accordance with the provisions of this Section 3.2. All Stockholders agree to shall execute any written consents required to perform the obligations of this Agreement, and the Company agrees shall at the request of any party entitled to designate directors Directors to call a special meeting of stockholders for the purpose of electing directorsDirectors. In connection therewith, the Company shall conduct a background check, at the Company’s expense, on all persons proposed to become a member of the Board of Directors.