Common use of Removal; Vacancies Clause in Contracts

Removal; Vacancies. Except as provided in Section 2(b), and subject to the Certificate of Incorporation and Bylaws of the Company, (i) each Stockholder shall have the exclusive right to remove its designees from the Board, and the Company and the Stockholders shall take all Necessary Action to cause the removal of any such designee at the request of the designating Stockholder and (ii) each Stockholder shall have the exclusive right to designate directors for election to the Board to fill vacancies created by reason of death, removal or resignation of its designees to the Board, and the Company and the Stockholders shall take all Necessary Action to cause any such vacancies to be filled by replacement directors designated by such designating Stockholder as promptly as reasonably practicable. For the avoidance of doubt and notwithstanding anything to the contrary in this paragraph, no Stockholder shall have the right to designate a replacement director, and the Company and the Stockholders 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 a number of directors designated by such Stockholder in excess of the number of directors that such Stockholder is then entitled to designate for membership on the Board pursuant to this Agreement.

Removal; Vacancies. Except as provided in Section 2(b), and subject 3.1(b) with respect to the Certificate of Incorporation and Bylaws decreases in ownership of the CompanyPG Stockholders, (i) each Stockholder the PG Stockholders shall have the exclusive right to remove its designees request the removal of PG Stockholders’ Designees from the BoardBoard of Directors in accordance with the bylaws of the Company then in effect, and the Company and the Stockholders shall take all Necessary Action to cause the removal (whether for or without cause) of any such designee PG Stockholders’ Designee at the request of the designating Stockholder PG Stockholders, provided that PG Stockholders’ Designees may be removed from the Board of Directors in accordance with the bylaws of the Company then in effect other than at the request of the PG Stockholders only for cause and only by the affirmative vote of the holders of two-thirds of the voting power of the outstanding Shares entitled to vote in the election and removal of directors, and (ii) each Stockholder the PG Stockholders shall have the exclusive right to designate directors for election to the Board of Directors to fill vacancies (for the remainder of the then current term) created by reason of death, disability, removal or resignation of its designees PG Stockholders’ Designees to the BoardBoard of Directors, and the Company and the Stockholders shall take all Necessary Action to cause any such vacancies to be filled by replacement directors designated by such designating Stockholder the PG Stockholders as promptly as reasonably practicable. For the avoidance of doubt and notwithstanding anything to the contrary in this paragraph, no Stockholder shall have the right to designate a replacement director, and the Company and the Stockholders 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 a number of directors designated by such Stockholder in excess of the number of directors that such Stockholder is then entitled to designate for membership on the Board pursuant to this Agreement.

Removal; Vacancies. Except as provided in Section 2(b3.2(f), and subject to the Certificate of Incorporation and Bylaws of the CompanyCompany Charter, (i) each Stockholder Sponsor shall have the exclusive right to remove its designees from the BoardBoard (including any committees thereof), and the Company and the Stockholders Sponsors shall take all Necessary Action to cause the removal of any such designee at the request of the designating Stockholder Sponsor and (ii) each Stockholder Sponsor shall have the exclusive right to designate directors for election to the Board to fill vacancies created by reason of death, removal or resignation of its designees to the BoardBoard (including any committees thereof), and the Company and the Stockholders Sponsors shall take all Necessary Action to cause any such vacancies to be filled by replacement directors designated by such designating Stockholder Sponsor as promptly as reasonably practicable. For the avoidance of doubt and notwithstanding anything to the contrary in this paragraph, no Stockholder Sponsor shall have the right to designate a replacement director, and the Company and the Stockholders 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 a number of directors designated by such Stockholder Sponsor in excess of the number of directors that such Stockholder Sponsor is then entitled to designate for membership on the Board pursuant to this Agreement.

Removal; Vacancies. Except as provided in Section 2(b3.1(d), and subject to the Certificate Articles of Incorporation and Bylaws of the CompanyIncorporation, (i) each Stockholder Sponsor shall have the exclusive right to remove its designees from the BoardBoard of Directors, and the Company and the Stockholders Sponsors shall take all Necessary Action to cause the removal of any such designee at the request of the designating Stockholder Sponsor and (ii) each Stockholder Sponsor shall have the exclusive right to designate directors for election to the Board of Directors to fill vacancies created by reason of death, removal or resignation of its designees to the BoardBoard of Directors, and the Company and the Stockholders Sponsors shall take all Necessary Action to cause any such vacancies to be filled by replacement directors designated by such designating Stockholder Sponsor as promptly as reasonably practicable. For the avoidance of doubt and notwithstanding anything to the contrary in this paragraph, no Stockholder Sponsor shall have the right to designate a replacement director, and the Company and the Stockholders 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 of Directors would result in a number of directors designated by such Stockholder Sponsor in excess of the number of directors that such Stockholder Sponsor is then entitled to designate for membership on the Board of Directors pursuant to this Agreement.

Removal; Vacancies. Except as provided in Section 2(b3.2(f), and subject to the Certificate Articles of Incorporation and Bylaws of the CompanyIncorporation, (i) each Stockholder Sponsor shall have the exclusive right to remove its designees from the BoardBoard of Directors, and the Company and the Stockholders Sponsors shall take all Necessary Action to cause the removal of any such designee at the request of the designating Stockholder Sponsor and (ii) each Stockholder Sponsor shall have the exclusive right to designate directors for election to the Board of Directors to fill vacancies created by reason of death, removal or resignation of its designees to the BoardBoard of Directors, and the Company and the Stockholders Sponsors shall take all Necessary Action to cause any such vacancies to be filled by replacement directors designated by such designating Stockholder Sponsor as promptly as reasonably practicable. For the avoidance of doubt and notwithstanding anything to the contrary in this paragraph, no Stockholder Sponsor shall have the right to designate a replacement director, and the Company and the Stockholders 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 of Directors would result in a number of directors designated by such Stockholder Sponsor in excess of the number of directors that such Stockholder Sponsor is then entitled to designate for membership on the Board of Directors pursuant to this Agreement.

Removal; Vacancies. Except as provided in Section 2(b), and subject 4.1(b) with respect to the Certificate of Incorporation and Bylaws decreases in ownership of the CompanyPG Stockholders, (i) each Stockholder the PG Stockholders shall have the exclusive right to remove its designees request the removal of PG Stockholders’ Designees from the BoardBoard of Directors in accordance with the bylaws of the Company then in effect, and the Company and the Stockholders shall take all Necessary Action to cause the removal (whether for or without cause) of any such designee PG Stockholders’ Designee at the request of the designating Stockholder PG Stockholders, provided that PG Stockholders’ Designees may be removed from the Board of Directors in accordance with the bylaws of the Company then in effect other than at the request of the PG Stockholders only for cause and only by the affirmative vote of the holders of two-thirds of the voting power of the outstanding Shares entitled to vote in the election and removal of directors, and (ii) each Stockholder the PG Stockholders shall have the exclusive right to designate directors for election to the Board of Directors to fill vacancies (for the remainder of the then current term) created by reason of death, disability, removal or resignation of its designees PG Stockholders’ Designees to the BoardBoard of Directors, and the Company and the Stockholders shall take all Necessary Action to cause any such vacancies to be filled by replacement directors designated by such designating Stockholder the PG Stockholders as promptly as reasonably practicable. For the avoidance of doubt and notwithstanding anything to the contrary in this paragraph, no Stockholder shall have the right to designate a replacement director, and the Company and the Stockholders 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 a number of directors designated by such Stockholder in excess of the number of directors that such Stockholder is then entitled to designate for membership on the Board pursuant to this Agreement.