Common use of Removal Resignation Clause in Contracts

Removal Resignation. (a) A Director or Board Observer may be removed from his or her position as such, or replaced at any time, with or without cause, upon, and only upon, the written request of the Nominating Class A Member that nominated such Director or the Class A Member that appointed such Board Observer, as applicable; provided, that notwithstanding the foregoing, a Director or Board Observer may be subject to a statutory disqualification (within the meaning of Section 3(a)(39) of the Exchange Act). A Director or Board Observer who becomes subject to a statutory disqualification shall automatically and immediately be removed from the Board. (b) A Nominating Class A Member may irrevocably waive its right in Section 8.4(a) to remove or replace a Director nominated by such Nominating Class A Member. If a Nominating Class A Member makes such an election and a Director nominated by such Nominating Class A Member dies, resigns in accordance with Section 8.4(c) or is removed as a result of a statutory disqualification in accordance with Section 8.4(a), the Nominating Class A Member that nominated such Director may nominate a new Director in accordance with Section 8.3. (c) A Director or Board Observer may resign at any time from his or her position as such by delivering his or her written resignation to the Board. Any such resignation shall be effective upon receipt thereof unless it is specified to be effective at some other time or upon the occurrence of some other event. The Board’s acceptance of a resignation shall not be necessary to make it effective. (d) If a Director dies, resigns or is removed from the Board, such Director’s Alternate Director shall serve as a Director until the Nominating Class A Member that nominated such Director nominates a new Director. (e) If the CEO resigns or is removed from his or her position as such, the applicable individual shall automatically and immediately be removed from his or her position as a Director.

Removal Resignation. (a) A Director or Board Observer may be removed from his or her position as such, or replaced at any time, with or without cause, upon, and only upon, the written request of the Nominating Class A Member that nominated such Director or the Class A Member that appointed such Board Observer, as applicable; provided, that notwithstanding the foregoing, a Director or Board Observer may be subject to a statutory disqualification (within the meaning of Section 3(a)(39) of the Exchange Act). A Director or Board Observer who becomes subject to a statutory disqualification shall automatically and immediately be removed from the Board. (b) A Nominating Class A Member may irrevocably waive its right in Section 8.4(a) to remove or replace a Director nominated by such Nominating Class A Member. If a Nominating Class A Member makes such an election and a Director nominated by such Nominating Class A Member dies, resigns in accordance with Section 8.4(c) or ), is removed as a result of a statutory disqualification in accordance with Section 8.4(a) or is a Director for whom the Nominating Member has provided written notice to the Company of the Director’s termination or resignation as an employee of his or her Nominating Member or any of its Affiliates in accordance with Section 8.4(f), the Nominating Class A Member that nominated such Director may nominate a new Director in accordance with Section 8.3. (c) A Director or Board Observer may resign at any time from his or her position as such by delivering his or her written resignation to the Board. Any such resignation shall be effective upon receipt thereof unless it is specified to be effective at some other time or upon the occurrence of some other event. The Board’s acceptance of a resignation shall not be necessary to make it effective. (d) If a Director dies, resigns or is removed from the Board, such Director’s Alternate Director shall serve as a Director until the Nominating Class A Member that nominated such Director nominates a new Director. (e) If the CEO resigns or is removed from his or her position as such, the applicable individual shall automatically and immediately be removed from his or her position as a Director. (f) If a Director is an employee of his or her Nominating Member or any of its Affiliates, and such Director’s Nominating Member has provided written notice to the Company of the Director’s termination or resignation as an employee of the Nominating Member or any of its Affiliates, the applicable individual shall automatically and immediately be removed from his or her position as a Director upon the Company’s receipt of such notice.