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 Section 1.2 of this Agreement may be removed from office other than for Cause (as defined below) unless (i) such removal is directed or approved by the affirmative vote of the Person(s), or of the holders of at least a majority the shares 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 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 Section 1.2 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 to remove such director, such director shall be removed.

Appears in 2 contracts

Samples: Series a Preferred Stock Purchase Agreement, Series a Preferred Stock Purchase Agreement

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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 Section 1.2 Subsections 5.2 or 5.3 of this Agreement may be removed from office other than for Cause (as defined below) 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 Section 1.2 Subsection 5.2 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 Subsection 5.2 is no longer so entitled to designate or approve such director or occupy such Board seatdirector; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 1.2 Subsections 5.2 or 5.3 shall be filled pursuant to the provisions of this Section 15; and (c) upon the request of any party entitled to designate a director as provided in Section 1.2 Subsection 5.2(a), Subsection 5.2(b), Subsection 5.2(c), Subsection 5.2(d), Subsection 5.2(e) or Subsection 5.2(f) 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.

Appears in 2 contracts

Samples: Stockholders Agreement (Atea Pharmaceuticals, Inc.), Stockholders Agreement (Atea Pharmaceuticals, Inc.)

Removal of Board Members. Each Stockholder Investor and Key Holder also agrees to vote, or cause to be voted, all Shares shares of Common Stock and other Derivative Securities owned by such StockholderInvestor or Key Holder, as the case may be, or over which such Stockholder Investor or Key Holder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (ai) no director elected pursuant to Section 1.2 Subsection 5.11(a) of this Agreement may be removed from office other than for Cause (cause as defined below) determined under applicable laws 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 Section 1.2 Subsection 5.11(a) 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 Subsection 5.11(a) is no longer so entitled to designate or approve such director or occupy such Board seatdirector; (bii) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 1.2 Subsections 5.11(a) shall be filled pursuant to the provisions of this Section 15.11; and (ciii) upon the request of any party entitled to designate a director as provided in Section 1.2 Subsection 5.11(a) to remove such director, such director shall be removed.

Appears in 2 contracts

Samples: Common Stock Purchase Agreement (Celsius Holdings, Inc.), Investors' Rights Agreement (Celsius Holdings, Inc.)

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 Section 1.2 5.2 or 5.3 of this Agreement may be removed from office other than for Cause (as defined below) cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s), or of the holders of at least a majority the shares of stock, ) entitled under Section 1.2 5.2 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 5.2 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 Section 1.2 5.2 or 5.3 shall be filled pursuant to the provisions of this Section 1Article 5; and (c) upon the request of any party entitled to designate a director as provided in Section 1.2 5.2 to remove such director, such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this Article 5, and the Company agrees at the request of any Person or group entitled to designate directors to call a special meeting of stockholders for the purpose of electing directors.

Appears in 2 contracts

Samples: Stockholders’ Agreement (F45 Training Holdings Inc.), Stockholders’ Agreement (F45 Training Holdings Inc.)

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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 Section 1.2 1.2(a), Section 1.2(b), Section 1.2(c) or Section 1.2(d) of this Agreement may be removed from office other than for Cause (as defined below) unless (i) such removal is directed or approved by the affirmative vote of the Person(s), or of the holders of at least a majority of the shares of stock, entitled under each such 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 any such 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 Section 1.2 1.2(a), Section 1.2(b), Section 1.2(c) or Section 1.2(d) 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 1.2(a), Section 1.2(b), Section 1.2(c) or Section 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 Section 1, and the Company agrees at the request of any Person or group entitled to designate directors to call a special meeting of stockholders for the purpose of electing directors.

Appears in 1 contract

Samples: Voting Agreement (BioPlus Acquisition Corp.)

Removal of Board Members. Each Stockholder Holder also agrees to vote, or cause to be voted, all Shares Capital Stock of the Company 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: (ai) no director elected pursuant to Section 1.2 Sections 2.1(b)(i) or 2.1(b)(ii) of this Agreement may be removed from office other than for Cause (as defined below) 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 Section 1.2 2.1(b) 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 2.1(b) is no longer so entitled to designate or approve such director or occupy such Board seatdirector; (bii) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 1.2 Sections 2.1(b)(i) or 2.1(b)(ii) shall be filled pursuant to the provisions of this Section 12.1; and (ciii) upon the request of any party entitled to designate a director as provided in Section 1.2 2.1(b)(i) or 2.1(b)(ii) to remove such director, such director shall be removed. All 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 to call a special meeting of shareholders for the purpose of electing directors.

Appears in 1 contract

Samples: Stock Purchase Agreement (Consolidated Water Co. Ltd.)

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