Removal of Directors; Vacancies. The Member may at any time remove any Director appointed pursuant to Section 7(b)(1) with or without cause. In the event a vacancy occurs on the Board as a result of the retirement, removal, resignation or death of a Director, such vacancy shall be filled by the Member.
Removal of Directors; Vacancies. (a) A Shareholder Group may, at any time, remove any Director designated or nominated by such Shareholder Group pursuant to Section 3.03 and Section 3.05, with or without cause by providing notice to the other Shareholder Groups and the Company. In the event that, at any time after the effectiveness of this Agreement, the number of Directors designated by a Shareholder Group differs from the number that such Shareholder Group has the right to designate, (i) if the number of such Directors exceeds the appropriate number, the Shareholder Group shall promptly take all appropriate action to cause to resign that number of Directors as is required to make the remaining number of Directors designated by such Shareholder Group conform to the provisions of this Agreement or (ii) if the number of such Directors is less than the appropriate number, the Board and the other Shareholder Groups shall take all necessary action to create sufficient vacancies on the Board to permit such Shareholder Group to designate the full number of Directors which it is entitled to designate pursuant to the provisions of this Agreement.
(b) In the event a vacancy occurs on the Board as a result of the retirement, removal, resignation or death of any Director other than a Consensus Director, the Shareholder Group that initially appointed such Director shall appoint, at its sole discretion, a new person to replace such Director. In the case of the retirement, removal, resignation or death of any Consensus Director, such vacancy shall be filled by agreement of the NewCo Group and the Kingsland Group, or the NewCo Group and the Independent Third Party or United, in each case, as provided in Section 3.03(a)(i). The Shareholders agree to vote their respective Common Shares for the election of any person designated in accordance with this Section 3.06(b) to fill a vacancy on the Board. Any Director elected pursuant to this Section 3.06(b) shall serve until the next annual election of Directors.
Removal of Directors; Vacancies. (a) All Shareholders shall cause a special general meeting to be convened and shall vote to remove any Director appointed by a Shareholder pursuant to Section 6.05, with or without cause, upon receipt of written notice from such Shareholder; provided, however, that Independent Directors may only be removed at a duly convened general meeting of shareholders with the affirmative vote of holders of sixty six and two-thirds percent (66-2/3%) of the Shares outstanding.
(b) In the event a vacancy occurs on the Board as a result of the retirement, removal, resignation or death of a Director appointed pursuant to Section 6.05, such vacancy shall be filled by a person appointed by the Shareholder, the retirement, removal, resignation or death of whose appointee created the vacancy (or in the manner specified in Section 6.05, with respect to Independent Directors).
Removal of Directors; Vacancies. The Class A Holder shall remove any Board Member appointed by such Member pursuant to Section 6.2(a), with or without cause, to the extent that such Board Member has been removed from, resigns or retires from, or otherwise ceases to serve as a director on the board of directors of the Class A Holder. In the event a vacancy occurs on the Board of Managers as a result of the retirement, removal, resignation or death of a Board Member, such vacancy shall be filled by the Class A Holder in accordance with Section 6.2(a).
Removal of Directors; Vacancies. Any Director or the entire Board of Directors may be removed, with or without cause, at any time by the Member, and any vacancy caused by any such removal or by the death or resignation of a Director may be filled by action of the Member.
Removal of Directors; Vacancies. A Director shall immediately resign from the Board if: (a) any party or parties having the right to designate a director pursuant to Section 5.2(b) hereof requests the resignation or removal of the Director so designated by such party, with or without cause, or (b) such Director is no longer entitled to be a Director pursuant to Section 5.2(b) hereof. In either case, if such Director fails to resign from the Board, any Member shall have the right to call a special meeting of Members for the purpose of removing such Director from the Board and each Member shall vote all of their Class A Units entitled to vote at such meeting in favor of the removal of such Director. In the event of a Director’s resignation, death, incapacity, removal or disqualification, the party or parties who had the right to designate such Director pursuant to Section 5.2(b) hereof (or its Permitted Transferee(s)) shall promptly designate a new Director and, after written notice of the designation has been given by such party or parties to each of the parties hereto, the Members shall vote their Class A Units to elect such nominee to the Board.
Removal of Directors; Vacancies. (a) A Director designated by a Nominating Shareholder shall only be removed or substituted pursuant to the instructions of such Nominating Shareholder. If any Nominating Shareholder wishes to remove any Director designated by it for nomination pursuant hereto, the other Shareholders, upon reasonable prior written notice, shall vote to remove such Director at the next extraordinary or ordinary general shareholders' meeting; provided, however, that the Nominating Shareholder proposing the removal shall indemnify and hold the Company and the other Shareholders harmless from any and all damages and other expenses that may arise from such action.
(b) If a Director dies, resigns, becomes incapacitated or otherwise vacates his Board seat, the Nominating Shareholders that designated such Director for nomination shall promptly designate for nomination a replacement Director.
Removal of Directors; Vacancies. Unless otherwise restricted by Law, and subject to the provisions of Section 6.2, any Director or the entire Board may be removed, with cause, by the Members owning a majority of the issued and outstanding Units. Subject to the provisions of Section 6.2, any vacancy caused by any such removal shall be elected by the Members owning a majority of the issued and outstanding Units. Except to the extent expressly provided in a written agreement with the Company, no Director resigning and no Director removed shall have any right to compensation for any period following the effective date of his or her resignation or removal or any right to damages on account of such removal. The death, declination to serve, resignation, retirement, removal or incapacity of one or more Directors, or all of them, shall not operate to dissolve or terminate the Company. Whenever there shall be fewer than the designated number of Directors, until additional Directors are appointed as provided herein to bring the total number of Directors equal to the designated number, the Directors in office, regardless of their number, shall have all the powers granted to the Directors and shall discharge all duties imposed upon the Directors by this Agreement and any action taken by the Board during such time shall be fully as effective as if the full number of designated Directors were in office. Directors may be paid their reasonable expenses, if any, of attendance at each meeting of the Board of Directors but shall not receive any compensation in his or her role as a Director.
Removal of Directors; Vacancies. No Stockholder shall vote to remove any director, except (i) for bad faith or willful misconduct or (ii) with or without cause at the written instruction of the Person(s) entitled to designate such director. Upon receipt of such written instruction, each Stockholder shall take any necessary action to cause the removal of the director so designated for removal. In the event any director is so removed, or if a vacancy is created by the death, disability, retirement, resignation or removal of any director, the vacancy so created shall be filled in accordance with Section 2.1 hereof by a designee selected by the Person(s) entitled to designate the director whose position shall have become vacant.
Removal of Directors; Vacancies. (a) A Shareholder Group may, at any time, remove any Director designated or nominated by such Shareholder Group pursuant to Section 3.03 and Section 3.05, with or without cause by providing notice to the other Shareholder Groups and the Company. In the event that, at any time after the effectiveness of this Agreement, the number of Directors designated by a Shareholder Group differs from the number that such Shareholder Group has the right to designate,
(i) if the number of such Directors exceeds the appropriate number, the Shareholder Group shall promptly take all appropriate action to cause to resign that number of Directors as is required to make the remaining number of Directors designated by such Shareholder Group conform to the provisions of this Agreement or (ii) if the number of such Directors is less than the appropriate number, the Board and the other Shareholder Groups shall take all necessary action to create sufficient vacancies on the Board to permit such Shareholder Group to designate the full number of Directors which it is entitled to designate pursuant to the provisions of this Agreement.
(b) In the event a vacancy occurs on the Board as a result of the retirement, removal, resignation or death of any Director other than a Consensus Director, the Shareholder Group that initially appointed such Director shall appoint, at its sole discretion, a new person to replace such
