Removal of Directors and Vacancies. Directors may be removed at any time with or without cause, provided that no Stockholder shall vote for the removal of a director nominated and elected pursuant to this Agreement, and no such vote shall be effective, unless the parties who nominated such director, voting among themselves in accordance with Section 1.3, shall so specify. If such parties do so specify the removal of a director, the Stockholders agree to vote all shares of capital stock of the Company owned by them, or as to which they have voting power, for the removal of such director. If a vacancy occurs on the Board of Directors, the remaining directors shall immediately elect the nominee of the group that nominated the departing director. If the remaining directors fail for any reason to elect such nominee, the Company or the Stockholders shall cause a Stockholders' meeting to be held at the earliest practicable date, at which meeting the Stockholders shall vote, pursuant to this Agreement, all shares of capital stock of the Company owned by them, or as to which they have voting power, for such nominee.
Removal of Directors and Vacancies. Any director elected by the Class “A” Members may be removed, with or without cause, by the vote of Members holding a majority of the votes entitled to be cast for the election of such director, but shall not be subject to removal by the Class “B” Member acting alone. Any director whose removal is sought shall be given notice prior to any meeting called for that purpose. Upon removal of a director, a successor shall then and there be elected by the Members entitled to elect the director so removed to fill the vacancy for the remainder of the term of such director. Any director, with the exception of those directors appointed in the sole discretion of the Class “B” Member, who has three (3) consecutive unexcused absences from Board meetings or who is delinquent in the payment of any assessment or other charge due the Association for more than thirty (30) days may be removed by a majority of the directors present at a regular or special meeting at which a quorum is present, and a successor may be appointed by the Board to fill the vacancy for the remainder of the term. In the event of the death, disability, or resignation of a director, a vacancy may be declared by the Board, and it may appoint a successor. If applicable, any director appointed by the Board shall be selected from the Neighborhood represented by the director who vacated the position and shall serve for the remainder of the term of such director.
Removal of Directors and Vacancies. Any party who under Section3.1 has the right to select a director, will also have the right to remove such director and replace him or her with another candidate of the party's choice, or to replace him or her with a candidate of the party's choice in the event the director previously chosen by such party resigns or is unable to serve as a director. All Holders agree to vote to effect the choice of the party who has the right to remove and replace a director. Each Holder agrees that it will be subject to court order to specifically perform the voting obligations under this Agreement as required by this Section 3.
Removal of Directors and Vacancies. Each Class of Shareholders may remove any Director appointed by such Class of Shareholders (but not Director appointed by the other Class of Shareholders), at any time, with or without cause. If a vacancy occurs on the Board of Directors prior to the expiration of the term of the Director, because of removal or otherwise, the relevant Class of Shareholder shall elect another Director to fill the vacancy for the remainder of the term of the departed Director.
Removal of Directors and Vacancies. No Stockholder shall vote for the removal of a director, unless the directors referenced in Section 5.1.1 above as having the right to designate a new director to fill a position shall request such removal in writing, in order to allow the election of such new director. If such directors requests such removal of a director, consistent with the provisions of this Section 5.1, then the Stockholders agree to vote all shares of Equity 45931.0009\YOKENS\LAS\103782.1 Securities then owned by them, or as to which they have voting power, for the removal of such director and the election of the designated replacement.
Removal of Directors and Vacancies. Directors may be removed at any time with or without cause, provided that the HPSO Majority Stockholders and the Buildablock Principals shall not vote for the removal of a director nominated and elected pursuant to this Agreement, and no such vote shall be effective, unless the Parties shall mutually agree. If a vacancy occurs on the Board of Directors other than as provided in this Agreement, the remaining directors shall immediately elect a mutually agreed upon candidate to replace the departing director.
Removal of Directors and Vacancies. Any director elected by the Class "A" Members may be removed, with or without cause, by the vote of Class "A" Members representing a majority of the votes entitled to be cast for the election of such director. Any director whose removal is sought shall be given notice prior to any meeting called for that purpose. A director who was elected at large solely by the votes of Class "A" Members may be removed from office prior to the expiration of his or her term only by the votes of a majority of Class "A" Members. Upon removal of a director, a successor shall then and there be elected by the Class "A" Members entitled to elect the director so removed to fill the vacancy for the remainder of the term of such director. Any director elected by the Class "A" Members who has three
Removal of Directors and Vacancies. The Director (in his capacity as a stockholder) shall vote for the removal of an E*TRADE Director designated by E*TRADE, and no such vote shall be effective, unless E*TRADE shall specify the removal. If E*TRADE does specify the removal of an E*TRADE Director, the Director agrees to vote all Voting Securities owned by them, or as to which they have voting power, for the removal of such director or directors, as applicable. If a vacancy occurs on the Board as the result of an E*TRADE Director no longer serving on the Board, the Company or the Director shall cause a meeting to be held at the earliest practicable date, at which meeting the Director shall vote, pursuant to this Agreement, , for E*TRADE’s nominee.
Removal of Directors and Vacancies. Any Director may be removed, with or without cause, by a majority vote of the Directors, excluding the Director in question. Whenever a vacancy occurs on the Board of Directors by reason of death, resignation, incapacity, removal or otherwise, such vacancy shall be filled by a majority vote of the Directors present at a meeting at which a quorum is present. Meetings of the Board to elect Directors, fill vacancies, elect Officers or remove Directors shall only take place where advance notice has been given pursuant to Section 4.7 below.
Removal of Directors and Vacancies. Directors may be removed at any time with or without cause in the manner allowed by law and in the Restated Articles and the Company’s Bylaws, provided, that no party shall vote for the removal of a director elected, nominated or designated pursuant to this Agreement, and no such vote shall be effective, unless (a) in the case of directors nominated or designated pursuant to Section 3.1 or Section 3.2, the party or parties who nominated or designated such director, voting among themselves in accordance with Section 3 above, or (b) in the case of the Independent Director, a majority of the Series A/B Directors and Common Directors, provided such majority includes the Other Common Designee if Xxxxxx Xxxxxx or Xxxx Plaza is not then serving as the Officer Designee, shall specify. All Holders will vote for the removal of the Officer Designee if such person is no longer serving as the Company’s Chief Executive Officer or then-most senior executive officer. If such party or parties specify the removal of a director, the other parties agree to vote all of their Shares, or as to which they have voting power, for the removal of such director. If a vacancy occurs on the Board, the remaining directors shall immediately appoint the nominee of the group that elected, nominated or designated the departing director to fill such vacancy (or, in the case of the resignation and removal of the Officer Designee, the remaining directors shall immediately appoint the Chief Executive Officer or then-most senior executive officer). If the remaining directors fail for any reason to elect such nominee, the Company or the party or parties shall cause a shareholders’ meeting to be held at the earliest practicable date (or cause a written consent in lieu thereof to be circulated), at which meeting (or pursuant to such written consent) the other parties shall vote, pursuant to this Agreement, all of their Shares, or as to which they have voting power, for such nominee.
