Removal; Reappointment of Directors Sample Clauses

Removal; Reappointment of Directors. Any Director may be removed for cause in accordance with Applicable Law. In addition, each Party having the right to appoint a Director pursuant to this Section 4 shall also have the right, in its sole discretion, to remove such Director at any time, effective upon delivery of written notice to the Company, the Director to be removed and to the other Party. In the case of a vacancy in the office of a Director for any reason (including removal pursuant to the preceding sentence), the vacancy shall be filled by the Party that appointed the Director in question.
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Removal; Reappointment of Directors. Any Director may be removed for cause in accordance with the applicable provisions of this Agreement and Applicable Law; provided, however, that any Investor proposing to remove any Director for cause shall first consult with the other Investors so that the Investors may, in good faith, attempt to resolve the matter without a formal vote. In addition, any vote taken to remove any Director elected pursuant to Section 6.1, or to fill any vacancy created by the death, disability, retirement, resignation or removal of a Director elected pursuant to Section 6.1, shall also be subject to the provisions of this Section 6.2. In the event of the death, disability, retirement, resignation or removal of any Director (a “Former Director”), and pending the replacement of such Former Director, the remaining members of the Board shall give effect to the vote of the other Directors appointed by the same Investor as if the Former Director still served on the Board and had cast such Director’s vote in the same way as such other Directors.
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Removal; Reappointment of Directors. Any Director may be removed for cause in accordance with Applicable Law. In addition, a Major Shareholder or NPI (unless it is a Defaulting Party) may, at any time and in its sole discretion, propose the removal, with or without cause, of any Director nominated by it. Such Major Shareholder or NPI shall indemnify the Company for any damage resulting from claims by or on behalf of such removed Director relating to such removal. In the case of a vacancy in the office of a Director for any reason (including removal), the vacancy shall be filled by a person nominated by the Shareholder that nominated the removed Director unless such Major Shareholder is a Defaulting Party, in which case the vacancy shall be filled by the other Major Shareholder. Upon notice by a Major Shareholder or NPI desiring to remove the Director it has nominated or appoint a replacement therefor pursuant to this Section 4.3, the Board shall promptly call an extraordinary shareholders’ meeting and each Party shall affirmatively vote all its Shares to remove such Director or appoint a replacement, as the case may be.
Sample 1
Removal; Reappointment of Directors. Any Director may be removed for cause in accordance with Applicable Law. In addition, subject to Applicable Law, each Party having the right to nominate a Director pursuant to this Section 5 shall also have the right, in its sole discretion, to suggest a removal of such Director at any time and in such an event, the Parties shall pass all such Shareholders’ resolutions to effect the aforementioned removal. In the case of a vacancy in the office of a Director for any reason (including removal pursuant to the preceding sentence), the vacancy shall be filled by the Party that nominated the Director in question and the Parties shall pass all such Shareholders’ resolutions to effect the aforementioned nomination. The Party suggesting a removal of a Director shall indemnify and reimburse the Company for any remuneration that may become due to such Director as a result of such removal.
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Removal; Reappointment of Directors. Each Party shall have the right, in its sole discretion, to remove at any time any Director appointed by such Party pursuant to Section 1.1, effective upon delivery of written notice to ACC and the other Party. In the case of a vacancy in the office of a Director for any reason (including removal pursuant to the preceding sentence), the vacancy shall be filled by the Party that appointed the Director to which such vacancy relates. Toshiba may remove and/or replace its Board observer described in Section 1.1 at any time at its sole discretion, effective upon delivery of written notice to ACC and Audiovox.
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Related to Removal; Reappointment of Directors

  • Appointment of Directors Immediately upon the Effective Time, Parent shall, in accordance with Section 2.3(d), accept the resignations and cause the appointments of those officers and directors of Parent identified in Exhibit C hereto, subject to any notice and waiting period requirements of federal law. At the first annual meeting of Parent’s stockholders and thereafter, the election of members of Parent’s Board of Directors shall be accomplished in accordance with the by-laws of Parent.

  • Appointment of Director The Company, subject to the requisite prior-approval of the Board of Directors, hereby: (a) appoints the Director to perform the Services for the benefit of the Company as hereinafter set forth; (b) appoints the Director to the Board of Directors of the Company; and (c) authorizes the Director to exercise such powers as provided under this Agreement. The Director accepts such appointment on the terms and conditions herein set forth.

  • Removal of Directors Unless otherwise restricted by law, any Director or the entire Board of Directors may be removed or expelled, with or without cause, at any time by the Member, and, subject to Section 10, any vacancy caused by any such removal or expulsion may be filled by action of the Member.

  • Appointment and Removal of Directors The Directors shall be appointed and may be removed as follows: 4.2.1 The governing body of each Party shall appoint and designate in writing one regular Director who shall be authorized to act for and on behalf of the Party on matters within the powers of the Authority. The governing body of each Party also shall appoint and designate in writing one alternate Director who may vote on matters when the regular Director is absent from a Board meeting. The person appointed and designated as the Director or the alternate Director shall be a member of the governing body of the Party. 4.2.2 The Operating Rules and Regulations, to be developed and approved by the Board in accordance with Section 2.5.11, shall specify the reasons for and process associated with the removal of an individual Director for cause. Notwithstanding the foregoing, no Party shall be deprived of its right to seat a Director on the Board and any such Party for which its Director and/or alternate Director has been removed may appoint a replacement.

  • Vacancies; Appointment of Trustees Whenever a vacancy shall exist in the Board of Trustees, regardless of the reason for such vacancy, the remaining Trustees shall appoint any person as they determine in their sole discretion to fill that vacancy, consistent with the limitations under the 1940 Act. Such appointment shall be made by a written instrument signed by a majority of the Trustees or by a resolution of the Trustees, duly adopted and recorded in the records of the Trust, specifying the effective date of the appointment. The Trustees may appoint a new Trustee as provided above in anticipation of a vacancy expected to occur because of the retirement, resignation or removal of a Trustee, or an increase in number of Trustees, provided that such appointment shall become effective only at or after the expected vacancy occurs. As soon as any such Trustee has accepted his appointment in writing, the trust estate shall vest in the new Trustee, together with the continuing Trustees, without any further act or conveyance, and he shall be deemed a Trustee hereunder. The Trustees' power of appointment is subject to Section 16(a) of the 1940 Act. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided in this Article II, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by the Declaration. The death, declination to serve, resignation, retirement, removal or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust.

  • Removal; Vacancies Each Designated Sponsor Fund shall have the exclusive right to (i) remove its respective designees from the Board, and the Parties shall take all Necessary Action to cause the removal of any such designee at the request of the applicable Designated Sponsor Fund; and (ii) designate for election to the Board, directors to fill vacancies created by reason of death, removal or resignation of its designees to the Board, and the Parties shall take all Necessary Action to cause any such vacancies to be filled by replacement directors designated by such Designated Sponsor Fund as promptly as reasonably practicable; provided, that, for the avoidance of doubt and notwithstanding anything to the contrary in this Section 2.01(e), no Designated Sponsor Fund shall have the right to designate a replacement director, and the Parties shall not be required to take any action to cause any vacancy to be filled by any such designee, to the extent that election or appointment of such designee to the Board would result in the Board having as members, at any time, a number of directors designated by such Designated Sponsor Fund in excess of the number of directors that such Designated Sponsor Fund is then entitled to designate for membership on the Board pursuant to Section 2.01(c).

  • Vacancies and Appointment of Trustees In case of the declination to serve, death, resignation, retirement or removal of a Trustee, or a Trustee is otherwise unable to serve, or an increase in the number of Trustees, a vacancy shall occur. Whenever a vacancy in the Board of Trustees shall occur, until such vacancy is filled, the other Trustees shall have all the powers hereunder and the certification of the other Trustees of such vacancy shall be conclusive. In the case of an existing vacancy, the remaining Trustees may fill such vacancy by appointing such other person as they in their discretion shall see fit, or may leave such vacancy unfilled or may reduce the number of Trustees to not less than two (2)

  • Appointment of Managers With effect from the day and year stated in Box 4 and continuing unless and until terminated as provided herein, the Owners hereby appoint the Managers and the Managers hereby agree to act as the Managers of the Vessel.

  • Election and Removal of Directors Upon election by the Member, each Director shall hold office until his or her death, disability, resignation or removal at any time at the pleasure of the Member. If a vacancy occurs on the Board, the Member shall, as soon as practicable after the occurrence of such vacancy, elect a successor so that the Board remains fully constituted at all times.

  • Resignation of Directors A director may resign at any time by delivering written notice to the Board, its Chairman (as hereinafter defined), if any, or the Company. A resignation shall be effective when the notice is delivered unless the notice specifies a later effective date.

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