Removal; Replacement; Vacancies Sample Clauses

Removal; Replacement; Vacancies. No Voting Investor shall cast any vote to which such Voting Investor is entitled in respect of the Shares, whether at any annual meeting or special meeting, by written consent or otherwise, to remove any member of the Board elected pursuant to Section 2.1.2 (other than clause (f) thereof) except for cause or with respect to (i) any Significant Investor Director, upon the express written instructions of the Significant Investor(s) that designated such director in accordance with Section 2.1.2 and (ii) (A) any director elected pursuant to Section 2.1.2(c) and (B) any Significant Investor Director elected by the Board with Requisite Board Approval pursuant to Section 2.1.2(d) or (e), upon the express written instructions of the Board with Requisite Board Approval (each of the Significant Investor(s) designating a director pursuant to Section 2.1.2 and the Board with Requisite Board Approval designating the director elected pursuant to Section 2.1.2(c) shall be referred to herein as a “Designating Party”). If, following election to the Board, any member of the Board elected pursuant to Section 2.1.2 (other than clause (f) thereof) resigns, is removed in accordance with this Section 2.1.3, or is unable to serve for any reason prior to the expiration of his or her term as a director, then the applicable Designating Party may designate a replacement. If the applicable Designating Party does not designate a replacement, then the Voting Investors shall cause the relevant directorship to be vacant. The Company shall take all actions as and when reasonably requested by a Designating Party, and each Voting Investor hereby agrees to cast all votes to which such Voting Investor is entitled in respect of the Shares, whether at any annual or special meeting, by written consent or otherwise, in each case so as to (i) cause the election to the Board of any person designated as a replacement Significant Investor Director or as a replacement to the director elected pursuant to Section 2.1.2(c) in accordance with this Section 2.1.3 and (ii) cause the removal of a Significant Investor Director or the removal of the director elected pursuant to Section 2.1.2(c) upon the express written instructions of the applicable Designating Party to remove such Significant Investor Director or director elected pursuant to Section 2.1.2(c). No Voting Investor shall cast any vote to which such Voting Investor is entitled in respect of the Shares, whether at any annual meeting or special meetin...
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Removal; Replacement; Vacancies. The Blackstone Designator shall be entitled to remove any Blackstone Director from the Board, and, during the Initial Term, the Sponsor Designator shall be entitled to remove any Sponsor Designee from the Board. In the event that a vacancy is created on the Board at any time as a result of the death, disability, retirement, removal or resignation of any Blackstone Director, the Blackstone Designator may designate a new individual to fill such vacancy, and the Board shall cause such designated individual to be appointed to the Board to fill such vacancy as promptly as practicable and to serve in the class of Directors of the Board in which such vacancy was created for the remainder of the term of such class. In the event that a vacancy is created on the Board at any time as a result of the death, disability, retirement, removal or resignation of any Sponsor Designees during the Initial Term, the Sponsor Designator may designate a new individual to fill such vacancy, and the Board shall cause such designated individual to be appointed to the Board to fill such vacancy as promptly as practicable and to serve in the class of Directors of the Board in which such vacancy was created for the remainder of the term of such class upon receipt from the Sponsor Designee of a written acknowledgement that he/she is bound by the restrictions set forth in Section 2.4 of this Agreement. In the event that a vacancy is created on the Board at any time as a result of the death, disability, retirement, removal or resignation of any Independent Director during the Initial Term, the Sponsor Designator and, so long as any Blackstone Condition is satisfied, the Blackstone Designator shall mutually agree on a new individual to fill such vacancy, and the Board shall cause such designated individual to be appointed to the Board to fill such vacancy as promptly as practicable and to serve in the class of Directors of the Board in which such vacancy was created for the remainder of the term of such class. Nothing in this Agreement shall require any Blackstone Director to resign, or for the Blackstone Designator to remove any Blackstone Director from office or replace any Blackstone Director prior to the expiration of such director’s term, regardless of the continued satisfaction of any of the Blackstone Conditions. Nothing in this Agreement shall require any Sponsor Designee to resign, or for the Sponsor Designator to remove from office or replace any Sponsor Designee during the Initia...
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Removal; Replacement; Vacancies. In the event that a Nominee designated by the Sponsor or SPAC Sponsor shall cease to serve as a director of the Company for any reason, the Sponsor or SPAC Sponsor, as applicable, that designated such Nominee shall be entitled to designate such person’s successor in accordance with this Agreement (regardless of the Sponsor or the SPAC Sponsor’s Beneficial Ownership in the Company at the time of such vacancy) and the Board (subject to the fiduciary duties that the Company’s directors may have in such capacity) shall promptly fill the vacancy with such successor Nominee (it being understood that any such Nominee shall serve the remainder of the term of the director whom such Nominee replaces). If a Nominee is not appointed or elected to the Board because of such person’s death, disability, disqualification, withdrawal as a nominee or for other reason is unavailable or unable to serve on the Board, the party that nominated such Nominee shall be entitled to designate promptly another Nominee and the director position for which the original Nominee was nominated shall not be filled pending such designation.
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Removal; Replacement; Vacancies 
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Related to Removal; Replacement; Vacancies

  • Removal; Vacancies Any Manager may be removed either for or without cause by the Member. Any vacancy occurring in the Company Board shall be filled by the Member.

  • Removal and Replacement of Directors (a) A Director shall be removed from the Board, with or without cause, upon, and only upon, the affirmative vote of the Shareholders in accordance with this Section 5.3.3. Each Shareholder shall vote its Shares for the removal of a Director upon the request of the Shareholder that nominated such Director. Otherwise, no Shareholder shall vote for the removal of a Director.

  • Vacancies; Resignation; Removal Section 3. From and after the date when Shares are first sold pursuant to a public offering and subject to any voting powers of one or more classes or series of Shares as set forth in this Declaration or in the Bylaws or by resolution of the Board of Trustees, any vacancies occurring in the Board of Trustees may be filled by the Trustees as set forth below. Prior to the date when Shares are first sold pursuant to a public offering, subject to any limitations imposed by the 1940 Act or other applicable law, any vacancies occurring in the Board of Trustees may be filled by the Trustees without any action by or meeting of Shareholders. Subject to any limitations imposed by the 1940 Act or other applicable law, any vacancy occurring in the Board of Trustees that results from an increase in the number of Trustees may be filled by a majority of the entire Board of Trustees, and any other vacancy occurring in the Board of Trustees may be filled by a majority of the Trustees then in office, whether or not sufficient to constitute a quorum, or by a sole remaining Trustee; provided, however, that if the Shareholders of any class or series of Shares are entitled separately to elect one or more Trustees, a majority of the remaining Trustees elected by that class or series or the sole remaining Trustee elected by that class or series may fill any vacancy among the number of Trustees elected by that class or series. A Trustee elected by the Board of Trustees to fill any vacancy occurring in the Board of Trustees shall serve until the next annual meeting of Shareholders and until his successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office. At any annual meeting of Shareholders, any Trustee elected to fill any vacancy occurring in the Board of Trustees that has arisen since the preceding annual meeting of Shareholders (whether or not any such vacancy has been filled by election of a new Trustee by the Board of Trustees) shall hold office for a term which coincides with the remaining term of the Class of Trustee to which such office was previously assigned, if such vacancy arose other than by an increase in the number of Trustees, and until his successor shall be elected and shall qualify. In the event such vacancy arose due to an increase in the number of Trustees, any Trustee so elected to fill such vacancy at an annual meeting shall hold office for a term which coincides with that of the Class of Trustee to which such office has been apportioned as heretofore provided, and until his successor shall be elected and shall qualify.

  • Removal for Cause The Administrator will, if any of the following events occurs and is continuing, remove the Owner Trustee and terminate its rights and obligations under this Agreement by notifying the Owner Trustee:

  • 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:

  • Vacancies and Removal The Board may fill any vacancy which may occur in any office. Officers shall hold office at the pleasure of the Board and any officer may be removed from office at any time with or without cause by the vote of a majority of the entire Board whenever, in the judgment of the Board, the best interests of the Fund will be served thereby.

  • RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR CUSTODIAN The Depositary may at any time resign as Depositary under the Deposit Agreement by written notice of its election so to do delivered to the Company, to become effective upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. The Depositary may at any time be removed by the Company by 90 days’ prior written notice of that removal, to become effective upon the later of (i) the 90th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of its appointment as provided in the Deposit Agreement. The Depositary in its discretion may at any time appoint a substitute or additional custodian or custodians.

  • 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; Removal Any Officer may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Company Board. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation. Any Officer may be removed as such, either with or without cause, at any time by the Company Board. Designation of an Officer shall not of itself create any contractual or employment rights.

  • Removal and Replacement Except as otherwise required by statute, the Note Trustee may by writing or by deed remove a Receiver and appoint another in its place or to act with a Receiver and the Note Trustee may apply to the court for an order removing an administrative receiver.

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