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) Subject to the rights of the Stockholders to remove a director for cause in accordance with applicable law, during the term of this Agreement, no Stockholder shall take any action to remove an incumbent Board Designee or to designate a new Board Designee unless such removal and/or designation of a Board Designee is approved in a writing signed by the parties entitled to designate such Board Designee above; (b) any vacancies created by the resignation, removal or death of a director shall be filled pursuant to the provisions of this Section 1; and (c) upon the affirmative vote necessary to designate a director as provided in this Section 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) Subject 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 rights affirmative vote of the Stockholders to remove Person, or of the holders of a director for cause in accordance with applicable lawmajority of the shares of stock, during the term of this Agreement, no Stockholder shall take any action to remove an incumbent Board Designee or entitled under Section 1.2 to designate a new Board Designee unless such removal and/or designation of a Board Designee is approved in a writing signed by that director or (ii) the parties Person(s) originally entitled to designate or approve such Board Designee above;director pursuant to Section 1,2 is no longer so entitled to designate or approve such director; 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; and (c) upon the affirmative vote necessary to designate a director as provided in this Section 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) Subject no director elected pursuant to Section 1.2 or Section 1.6 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the rights affirmative vote of the Stockholders to remove a director for cause in accordance with applicable law, during Person or the term of this Agreement, no Stockholder shall take any action to remove an incumbent Board Designee group entitled under Section 1.2 or Section 1.6 to designate a new Board Designee unless such removal and/or designation of a Board Designee is approved in a writing signed by that director or (ii) the parties Person(s) originally entitled to designate or approve such director pursuant to Section 1.2 or Section 1.6 is no longer so entitled to designate or approve such director or occupy such Board Designee above;seat; and (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 1.2 or Section 1.6 shall be filled pursuant to the provisions of this Section 1; and (c) upon the affirmative vote necessary to designate a director as provided in this Section 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. If and so long as the stockholders of the Company are entitled to cumulative voting, if less than the entire Board is to be removed, no director may be removed without cause if the votes cast against his or her removal would be sufficient to elect such director if then cumulatively voted at an election of the entire Board.

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) Subject no director elected pursuant to Subsections 1.2 or 1.3 of this Agreement may be removed from office unless (i) such removal is directed or approved by the rights affirmative vote of the Stockholders to remove a director for cause in accordance with applicable law, during the term of this Agreement, no Stockholder shall take any action to remove an incumbent Board Designee or Person entitled under Subsection 1.2 to designate a new Board Designee unless such removal and/or designation of a Board Designee is approved in a writing signed by that director; or (ii) the parties Person(s) originally entitled to designate or approve such Board Designee abovedirector pursuant to Subsection 1.2 is no longer so entitled to designate or approve such director; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Subsections 1.2 or 1.4 shall be filled pursuant to the provisions of this Section 1; and (c) upon the affirmative vote necessary request of either Stockholder to designate appoint a director as provided in this Section 1 Subsection 1.2(a) or 1.2(b) to remove such director, such director shall be removed. All The 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 Agreement for the purpose of electing or removing directors.

Removal of Board Members. Each Major Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Major Stockholder, or over which such Major Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) Subject no director elected pursuant to the rights Subsection 2.1 of the Stockholders to remove a director this Agreement may be removed from office other than for cause in accordance with applicable law, during the term of this Agreement, no Stockholder shall take any action to remove an incumbent Board Designee or to designate a new Board Designee unless (i) such removal and/or designation of a Board Designee is directed or approved in a writing signed by the parties Purchasers; or (ii) the Purchasers are no longer so entitled to designate or approve such director or occupy such Board Designee aboveseat; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Subsection 2.1 shall be filled pursuant to the provisions of this Section 12; and (c) upon the affirmative vote necessary request of any party entitled to designate a director as provided in this Section 1 Subsection 2.1 to remove such director, such director shall be removed. All Major 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 the Purchasers 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) Subject no director elected pursuant to the rights of the Stockholders to remove a director for cause in accordance with applicable law, during the term Sections 1.2 or 1.4 of this AgreementAgreement may be removed from office, no Stockholder shall take any action to remove an incumbent Board Designee or to designate a new Board Designee unless such removal and/or designation of a Board Designee is approved in a writing signed by the parties Person(s) originally entitled to designate or approve such director or occupy such Board Designee aboveseat pursuant to Section 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 Sections 1.2 or 1.4 shall be filled pursuant to the provisions of this Section 1; and (c) upon the affirmative vote necessary request of any party entitled to designate a director as provided in this Section 1 1.2 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 entitled to designate directors to call a special meeting of stockholders 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) Subject no director elected pursuant to Sections 1.1 or 1.2 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the rights affirmative vote of the Stockholders to remove a director for cause in accordance with applicable law, during Investor; or (ii) the term of this Agreement, Investor is no Stockholder shall take any action to remove an incumbent Board Designee or to designate a new Board Designee unless such removal and/or designation of a Board Designee is approved in a writing signed by the parties longer so entitled to designate or approve such Board Designee abovedirector. In the event such removal is directed or approved by the Investor, each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, in whatever manner as shall be necessary to ensure that such director be removed from office; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Sections 1.1 or 1.2 shall be filled pursuant to the provisions of this Section 1ARTICLE I; and (c) upon the affirmative vote necessary to designate a director as provided in this Section 1 to remove such director, such director shall be removed. and 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 the Investor 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) Subject 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 rights affirmative vote of the Stockholders to remove Person(s), or by the holders of a director for cause in accordance with applicable lawmajority of the shares of stock, during the term of this Agreement, no Stockholder shall take any action to remove an incumbent Board Designee or entitled under Section 1.2 to designate a new Board Designee unless such removal and/or designation of a Board Designee is approved in a writing signed by that director (ii) the parties Person(s) originally entitled to designate or approve such Board Designee above;director pursuant to Section 1.2 is no longer so entitled to designate or approve such director, 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; and (c) upon the affirmative vote necessary to designate a director as provided in this Section 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 Stockholder’s 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) Subject no director elected pursuant to the rights of the Stockholders to remove a director for cause in accordance with applicable law, during the term Section 1(a)(i) – (iii) of this Agreement, no Stockholder shall take any action to remove an incumbent Board Designee or to designate a new Board Designee Agreement may be removed from office unless (i) such removal and/or designation of a Board Designee is directed or approved in a writing signed by the parties Privet, or (ii) Privet is no longer entitled to designate or approve such Board Designee abovedirector; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 1 shall be filled pursuant to the provisions of this Section 1; and (c) upon the affirmative vote necessary to designate a director as provided in this Section 1 written request of Privet to remove such director, the Board of Directors and/or the Stockholders will take all such director shall action as may be removedrequired to remove the director. 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.