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 other than for cause unless such removal is directed or approved by the affirmative vote of the person or persons entitled under Section 1.2 to designate that director; (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 request of any party entitled to designate a director as provided in Section 1.2(a) or 1.2(b) to remove such director, such director shall be removed. All Stockholders agree to execute any written consents, if permitted by the Company’s Bylaws and Amended and Restated Articles of Incorporation, 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 Investor also agrees to vote, or cause to be voted, all Shares owned by such StockholderInvestor, or over which such Stockholder Investor 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 1.2(a) or 1.3 (b) of this Agreement may be removed from office other than for cause unless unless: (i) such removal is directed or approved by the affirmative vote of the person Person, or persons of the holders of a majority of the shares of stock (or each class of 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 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 Sections 1.2 1.2(a) or 1.3 (b) shall be filled 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 Section Sections 1.2(a) or 1.2(b) (b), to remove such director, such director shall be removed. All Stockholders Investors agree to execute any written consents, if permitted by the Company’s Bylaws and Amended and Restated Articles of Incorporation, 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 9.2 or 1.3 9.3 of this Agreement may be removed from office other than for cause unless such removal is directed or approved by the affirmative vote of the person Person, or persons of the holders of at least a majority of the Shares, entitled under Section 1.2 9.2 to designate that such director; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Sections 1.2 9.2 or 1.3 9.3 shall be filled pursuant to the provisions of this Section 1Article 9, it being understood that such directorship shall remain vacant until such time as such vacancy has been filled pursuant to the provisions of this Article 9; and (c) upon the request of any party entitled to designate a director as provided in Section 1.2(a) or 1.2(b) 9.2 to remove such director, such director shall be removed. All Stockholders agree to execute any written consents, if permitted by the Company’s Bylaws and Amended and Restated Articles of Incorporation, 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 2.2 or 1.3 2.3 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 Person, or persons of the holders of the requisite number of shares of stock, entitled under Section 1.2 2.2 to designate that director or (ii) the Person(s) originally entitled to designate or approve such director pursuant to Section 2.2 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 2.2 or 1.3 2.3 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 Section 1.2(a) or 1.2(b) to remove such director, such director shall be removed2. All Stockholders agree to execute any written consents, if permitted by the Company’s Bylaws and Amended and Restated Articles of Incorporation, 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 Investor also agrees to vote, or cause to be voted, all Shares owned by such StockholderInvestor, or over which such Stockholder Investor 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 person or persons Person entitled under Section 1.2 to designate that director, or (ii) the Person(s) originally entitled to designate or approve such director pursuant to 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 Sections 1.2 Subsections 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 entitled to designate a director as provided in Section 1.2(a) or 1.2(b) to remove such director, such director shall be removed. All Stockholders Investors agree to execute any written consents, if permitted by the Company’s Bylaws and Amended and Restated Articles of Incorporation, 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 Holder also agrees to vote, or cause to be voted, all Shares Common Stock owned by such StockholderHolder, or over which such Stockholder Holder 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 Section 3.2 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 Persons or persons group entitled under Section 1.2 3.2 to designate that director or (ii) the Persons originally entitled to designate or approve such director pursuant to Section 3.2 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 Sections 1.2 or 1.3 Section 3.2 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 Section 1.2(a) or 1.2(b) 3.2 to remove such director, such director shall be removed. All Stockholders Holders agree to execute any written consents, if permitted by the Company’s Bylaws and Amended and Restated Articles of Incorporation, consents required to perform the obligations of this AgreementSection 3, 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 1.3 of this Agreement Section 1.2(b) may be removed from office other than for cause unless such removal is directed or approved by the affirmative vote of the person holders of a majority of the Shares held by the Key Holders; and no director elected pursuant to Section 1.2(c) may be removed from office unless such removal is directed or persons entitled under Section 1.2 to designate that director;approved by the Majority Preferred Holders; 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 request of any party entitled to designate a director as provided in Section 1.2(a) or 1.2(b) to remove such director, such director shall be removed. All Stockholders agree to execute any written consents, if permitted by the Company’s Bylaws and Amended and Restated Articles of Incorporation, consents required to perform the obligations of this Agreement, and the Company agrees agrees, at the request of any party entitled to designate directors Key Holder or the Majority Preferred Holders, 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 2.1 or 1.3 2.2 of this Agreement may be removed from office other than for cause unless such removal is directed or approved by the affirmative vote of the person or persons Person entitled under Section 1.2 Subsection 2.1 to designate that director; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Sections 1.2 Subsections 2.1 or 1.3 2.2 shall be filled pursuant to the provisions of this Section 12; and (c) upon the request of any party entitled to designate a director as provided in Section 1.2(a) Subsections 2.1 or 1.2(b) 2.2 to remove such director, such director shall be removed. All Stockholders agree to execute any written consents, if permitted by the Company’s Bylaws and Amended and Restated Articles of Incorporation, 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 Subsection 1.1 of this Agreement may be removed from office office, other than for cause unless such removal is directed or approved by the affirmative vote of the person or persons entitled under Section 1.2 to designate that directorcause; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Sections 1.2 or 1.3 Subsection 1.1 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 Section 1.2(a) or 1.2(b) Subsection 1.1 to remove such director, such director shall be removed; and (d) in case of death or incapacity of either Xxxxxx and/or XxxXxxx, their successor(s) shall be nominated by a unanimous nomination of the remaining directors of the Company. All Stockholders Shareholders agree to execute any written consents, if permitted by the Company’s Bylaws and Amended and Restated Articles of Incorporation, resolutions 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.