Common use of Removal of Board Members Clause in Contracts

Removal of Board Members. In the event that the Shareholders are requested to vote on any matter with respect to Board composition, each Shareholder also agrees to vote, or cause to be voted, all Shares owned by such Shareholder, or over which such 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 RMCF or (ii) RMCF is no longer 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 shall be filled pursuant to the provisions of this Section 1; and (c) upon the request of RMCF to remove such director, such director shall be removed.

Appears in 8 contracts

Samples: Asset Purchase Agreement (U-Swirl, Inc.), Membership Interest Purchase Agreement (U-Swirl, Inc.), Asset Purchase Agreement (Rocky Mountain Chocolate Factory Inc)

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Removal of Board Members. In the event that the Shareholders are requested to vote on any matter with respect to Board composition, each Shareholder Each Holder also agrees to vote, or cause to be voted, vote all of such Holder's Shares owned by such Shareholder, or over which such Shareholder has voting control, from time to time and at all times, times in whatever manner as shall be necessary to ensure that: that (ai) no director elected pursuant to Sections 1.2 or 1.3 Section 2 of this Agreement may be removed from office other than for cause unless (iA) such removal is directed or approved by RMCF the affirmative vote of the Holder entitled under Section 2 to designate that director or (iiB) RMCF the person(s) or entity(ies) originally entitled to designate or nominate such director pursuant to Section 2 is no longer so entitled to designate or approve such director; ; and (bii) any vacancies created by the resignation, removal removal, or death of a director elected pursuant to Sections 1.2 or 1.3 Section 2 shall be filled pursuant to the provisions of this Section 1; and (c) upon the request of RMCF to remove such director, such director shall be removed2.

Appears in 2 contracts

Samples: Voting Agreement (Clearwire Corp), Voting Agreement (Eagle River Holdings, LLC)

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