Common use of Removal; Vacancies Clause in Contracts

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).

Removal; Vacancies. Each Designated Sponsor Fund Apax or the Sponsor, as applicable, shall have the exclusive right to (i) remove its their respective designees nominees from the Board, and the Parties PubCo shall take all Necessary Action to cause the removal of any such designee nominee at the request of the applicable Designated Sponsor Fund; Party and (ii) designate directors for election to the Board, directors Board to fill vacancies created by reason of death, removal or resignation of its designees nominees to the Board, and the Parties PubCo shall take all Necessary Action to cause any such vacancies created pursuant to clause (i) or (ii) above to be filled by replacement directors designated by such Designated Sponsor Fund the applicable Party as promptly as reasonably practicable; provided, that, for practicable after such designation (and in any event prior to the avoidance next meeting or action of doubt and notwithstanding the Board or applicable committee). Notwithstanding anything to the contrary contained in this Section 2.01(e2.1(d), no Designated Sponsor Fund Party shall have the right to designate a replacement director, and the Parties PubCo 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 nominated or designated by such Designated Sponsor Fund Party in excess of the number of directors that such Designated Sponsor Fund Party is then entitled to designate nominate for membership on the Board pursuant to Section 2.01(c)this Investor Rights Agreement.

Removal; Vacancies. Each Upon request by any Designated Sponsor Fund shall have the exclusive right to (i) remove cause the removal of any of its respective designees from to the Board, and the Parties each Sponsor shall take all Necessary Action to cause the removal of any such designee at the request of the applicable Designated Sponsor Fund; and Fund or (ii) designate for election to the Board, directors Board a director to fill vacancies any vacancy created by reason of death, removal or resignation of any of its designees to the Board, and the Parties each Sponsor shall take all Necessary Action to cause any such vacancies vacancy to be filled by a replacement directors director 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 Sponsors 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).

Removal; Vacancies. Each Designated Sponsor Fund The Seller Representative or the Sponsor, as applicable, shall have the exclusive right to (i) remove its respective designees their nominees from the Board, and the Parties PubCo shall take all Necessary Action to cause the removal of any such designee nominee at the request of the applicable Designated Sponsor Fund; Party and (ii) designate directors for election to the Board, directors Board to fill vacancies created by reason of death, removal or resignation of its designees nominees to the Board, and the Parties PubCo shall take all Necessary Action to cause any such vacancies created pursuant to clause (i) or (ii) above to be filled by replacement directors designated by such Designated Sponsor Fund the applicable Party as promptly as reasonably practicable; provided, that, for practicable after such designation (and in any event prior to the avoidance next meeting or action of doubt and notwithstanding the Board or applicable committee). Notwithstanding anything to the contrary contained in this Section 2.01(e2.1(e), no Designated Sponsor Fund Party shall have the right to designate a replacement director, and the Parties PubCo 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 nominated or designated by such Designated Sponsor Fund Party in excess of the number of directors that such Designated Sponsor Fund Party is then entitled to designate nominate for membership on the Board pursuant to Section 2.01(c)this Investor Rights Agreement.

Removal; Vacancies. Each Designated The Seller Representative or the Sponsor Fund Representative, as applicable, shall have the exclusive right to (i) remove its respective designees their nominees from the Board, and the Parties PubCo shall take all Necessary Action to cause the removal of any such designee nominee at the request of the applicable Designated Sponsor Fund; Party and (ii) designate directors for election to the Board, directors Board to fill vacancies created by reason of death, removal or resignation of its designees nominees to the Board, and PubCo, the Parties Sponsor and the Sellers shall take all Necessary Action to cause any such vacancies created pursuant to clause (i) or (ii) above to be filled by replacement directors designated by such Designated Sponsor Fund the applicable Party as promptly as reasonably practicable; provided, that, for practicable after such designation (and in any event prior to the avoidance next meeting or action of doubt and notwithstanding the Board or applicable committee). Notwithstanding anything to the contrary contained in this Section 2.01(e2.1(e), no Designated Sponsor Fund Party shall have the right to designate a replacement director, and the Parties PubCo 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 nominated or designated by such Designated Sponsor Fund Party in excess of the number of directors that such Designated Sponsor Fund Party is then entitled to designate nominate for membership on the Board pursuant to Section 2.01(c)this Investor Rights Agreement.

Removal; Vacancies. Each Designated Sponsor Fund Except as provided in Section 3.1(e), and subject to the Organizational Documents, the Blocker Owner, CF OMS or Sponsor, as applicable, shall have the exclusive right to (i) remove its respective designees their nominees 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 directors for election to the Board, directors Board to fill vacancies existing on the Effective Date or created by reason of death, removal or resignation of its designees nominees to the Board. PubCo, the Sponsor, the Blocker Owner and the Parties CF OMS shall take all Necessary Action to cause any such vacancies created pursuant to clauses (i) or (ii) of the foregoing sentence to be filled by replacement directors designated by such Designated Sponsor Fund the applicable Party as promptly as reasonably practicable; provided, that, for practicable after such designation (and in any event prior to the avoidance next meeting or action of doubt and notwithstanding the Board or applicable committee). Notwithstanding anything to the contrary contained in this Section 2.01(e3.1(f), no Designated Sponsor Fund Party shall have the right to designate a replacement director, and the Parties PubCo 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 nominated by such Designated Sponsor Fund Party in excess of the number of directors that such Designated Sponsor Fund Party is then entitled to designate nominate for membership on the Board pursuant to Section 2.01(c)this Agreement.

Removal; Vacancies. Each Designated The Equityholder Representative or the Sponsor Fund Representative, as applicable, shall have the exclusive right to (i) remove its respective designees their nominees from the Board, and the Parties PubCo shall take all Necessary Action to cause the removal of any such designee nominee at the request of the applicable Designated Sponsor Fund; Party and (ii) designate or nominate directors for election or appointment, as applicable, to the Board, directors Board to fill vacancies created by reason of death, removal or resignation of its designees nominees to the Board, and the Parties PubCo shall take all Necessary Action to nominate or cause the Board to appoint, as applicable, replacement directors designated by the applicable Party to fill any such vacancies created pursuant to clause (i) or (ii) above to be filled by replacement directors designated by such Designated Sponsor Fund the applicable Party as promptly as reasonably practicable; provided, that, for practicable after such designation (and in any event prior to the avoidance next meeting or action of doubt and notwithstanding the Board or applicable committee). Notwithstanding anything to the contrary contained in this Section 2.01(e)2.1, no Designated Sponsor Fund Party shall have the right to designate a replacement director, and the Parties PubCo 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 nominated or designated by such Designated Sponsor Fund Party in excess of the number of directors that such Designated Sponsor Fund Party is then entitled to designate nominate for membership on the Board pursuant to Section 2.01(c)this Investor Rights Agreement.

Removal; Vacancies. Each Designated Sponsor Fund Except as provided in Section 3.1(d), and subject to the Organizational Documents, Engaged Capital (acting on behalf of the Engaged Capital Investors) and the Founder, as applicable, shall have the exclusive right to (i) remove its respective designees their nominees from the Board, and the Parties PubCo shall take all Necessary Action to cause the removal of any such designee nominee at the request of the applicable Designated Sponsor Fund; Party and (ii) designate directors for election to the Board, directors Board to fill vacancies existing on the date hereof or created by reason of death, incapacity, removal or resignation of its designees nominees to the Board, and PubCo, the Parties Sponsor, the Engaged Capital Investors, the Founder and the Legacy Equityholders shall take all Necessary Action to cause any such vacancies created pursuant to clause (i) or (ii) above to be filled by replacement directors designated by such Designated Sponsor Fund the applicable Party as promptly as reasonably practicable; provided, that, for practicable after such designation (and in any event prior to the avoidance next meeting or action of doubt and notwithstanding the Board or applicable committee). Notwithstanding anything to the contrary contained in this Section 2.01(e3.1(e), no Designated Sponsor Fund Party shall have the right to designate a replacement director, and the Parties PubCo 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 nominated by such Designated Sponsor Fund Party in excess of the number of directors that such Designated Sponsor Fund Party is then entitled to designate nominate for membership on the Board pursuant to Section 2.01(c)this Agreement.

Removal; Vacancies. Each Designated Sponsor Fund Except as provided in Section 3.1(f), and subject to the Organizational Documents, the IVP Representative, CC Capital (on behalf of the Sponsor), the FP Representative and the Temasek Equityholder, as applicable, shall have the exclusive right to (i) remove its respective designees their nominees from the Board, and the Parties PubCo shall take all Necessary Action to cause the removal of any such designee nominee at the request of the applicable Designated Sponsor Fund; Party and (ii) designate directors for election to the Board, directors Board to fill vacancies existing on the date hereof or created by reason of death, removal or resignation of its designees nominees to the Board, and PubCo, the Parties Sponsor, the Xxxxxxx Equityholders, the IVP Equityholders and the BluJay Equityholders shall take all Necessary Action to cause any such vacancies created pursuant to clause (i) or (ii) above to be filled by replacement directors designated by such Designated Sponsor Fund the applicable Party as promptly as reasonably practicable; provided, that, for practicable after such designation (and in any event prior to the avoidance next meeting or action of doubt and notwithstanding the Board or applicable committee). Notwithstanding anything to the contrary contained in this Section 2.01(e3.1(g), no Designated Sponsor Fund Party shall have the right to designate a replacement director, and the Parties PubCo 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 nominated by such Designated Sponsor Fund Party in excess of the number of directors that such Designated Sponsor Fund Party is then entitled to designate nominate for membership on the Board pursuant to Section 2.01(c)this Agreement.

Removal; Vacancies. Each Designated Sponsor Fund The Partners or the Sponsor, as applicable, shall have the exclusive right to (i) remove its respective designees their nominees from the Board, and the Parties PubCo shall take all Necessary Action to cause the removal of any such designee nominee at the request of the applicable Designated Sponsor Fund; Party and (ii) designate directors for election or appointment, as applicable, to the Board, directors Board to fill vacancies created by reason of death, removal or resignation of its designees nominees to the Board, and the Parties PubCo shall take all Necessary Action to nominate or cause any such vacancies the Board to be filled by appoint, as applicable, replacement directors designated by the applicable Party to fill any such Designated Sponsor Fund vacancies created pursuant to clause (i) or (ii) above as promptly as reasonably practicable; provided, that, for practicable after such designation (and in any event prior to the avoidance next meeting or action of doubt and notwithstanding the Board or applicable committee). Notwithstanding anything to the contrary in this Section 2.01(e2.1(e), no Designated Sponsor Fund Party shall have the right to designate a replacement director, and the Parties PubCo 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 nominated or designated by such Designated Sponsor Fund Party in excess of the number of directors that such Designated Sponsor Fund Party is then entitled to designate nominate for membership on the Board pursuant to Section 2.01(c)this Investor Rights Agreement. Each of the Partners and the Sponsor agrees with PubCo not to take action to remove any director nominee of another Party from office unless such removal is for cause.

Removal; Vacancies. Each Designated Sponsor Fund Except as provided in Section 2.4, and subject to the Organizational Documents, BC Cyan or the Sponsor, as applicable, shall have the exclusive right to (i) remove its respective designees their nominees from the Board, and the Parties PubCo shall take all Necessary Action to cause the removal of any such designee nominee at the request of the applicable Designated Sponsor Fund; Party, and (ii) designate directors for election to the Board, directors Board to fill vacancies existing on the date hereof or created by reason of death, incapacity, removal or resignation of its designees nominees to the Board, and the Parties PubCo, BC Cyan or the Sponsor, as applicable, shall take all Necessary Action to cause any such vacancies created pursuant to clause (i) or (ii) above to be filled by replacement directors designated by such Designated Sponsor Fund the applicable Party as promptly as reasonably practicable; provided, that, for practicable after such designation (and in any event prior to the avoidance next meeting or action of doubt and notwithstanding the Board or applicable committee). Notwithstanding anything to the contrary contained in this Section 2.01(e)2.5, no Designated Sponsor Fund Party shall have the right to designate a replacement director, and the Parties PubCo 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 nominated by such Designated Sponsor Fund Party in excess of the number of directors that such Designated Sponsor Fund Party is then entitled to designate nominate for membership on the Board pursuant to Section 2.01(c)this Agreement.

Removal; Vacancies. Each Designated Sponsor Fund Xxxx shall have the exclusive right to (i) remove its respective designees nominees from the Board, and the Parties PubCo shall take all Necessary Action to cause the removal of any such designee nominee at the request of the applicable Designated Sponsor Fund; Party and (ii) designate directors for election or appointment, as applicable, to the Board, directors Board to fill vacancies created by reason of death, removal or resignation of its designees nominees to the Board, and the Parties PubCo shall take all Necessary Action to nominate or cause any such vacancies the Board to be filled by appoint, as applicable, replacement directors designated by the applicable Party to fill any such Designated Sponsor Fund vacancies created pursuant to clause ‎(i) or ‎(ii) above as promptly as reasonably practicable; provided, that, for practicable after such designation (and in any event prior to the avoidance next meeting or action of doubt and notwithstanding the Board or applicable committee). Notwithstanding anything to the contrary contained in this Section 2.01(e‎Section 2.1(d), no Designated Sponsor Fund Xxxx shall not have the right to designate a replacement director, and the Parties PubCo 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 nominated or designated by such Designated Sponsor Fund Xxxx in excess of the number of directors that such Designated Sponsor Fund Xxxx is then entitled to designate nominate for membership on the Board pursuant to Section 2.01(c)this Investor Rights Agreement.

Removal; Vacancies. Each Designated The Seller Representative or the Sponsor Fund Representative, as applicable, 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 directors for election to the Board, directors Board to fill vacancies created by reason of death, removal or resignation of its designees nominees to the Board, and PubCo, the Parties Founder Holders and the Sellers shall take all Necessary Action to cause any such vacancies created pursuant to this Section 2.1(e) to be filled by replacement directors designated by such Designated Sponsor Fund the applicable Party as promptly as reasonably practicable; provided, that, for practicable after such designation (and in any event prior to the avoidance next meeting or action of doubt and notwithstanding the Board or applicable committee). Notwithstanding anything to the contrary contained in this Section 2.01(e2.1(e), no Designated Sponsor Fund Party shall have the right to designate a replacement director, and the Parties PubCo 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 nominated or designated by such Designated Sponsor Fund Party in excess of the number of directors that such Designated Sponsor Fund Party is then entitled to designate nominate for membership on the Board pursuant to Section 2.01(c).this Investor Rights Agreement. LEGAL\72879816\2