Common use of Removal; Vacancies Clause in Contracts

Removal; Vacancies. (i) Each of the ORC Principal Representative, the Xxxx Principal Representative or NB, as applicable, shall have the exclusive right to (a) subject to Section 2.1(f)(ii) and Section 2.1(f)(iii), request the removal of their nominees from the Board, and PubCo shall take all Necessary Action to cause the removal of any such nominee at the request of the applicable Party and (b) subject to Section 2.1(e), designate Directors for election to the Board to fill vacancies created by reason of death, removal or resignation of its nominees to the Board, and PubCo shall take all Necessary Action to cause any such vacancies created pursuant to clause (a) or (b) above to be filled by replacement Directors designated by the applicable Party as promptly as practicable after such designation (and in any event prior to the next meeting or action of the Board or any committee on which such nominee served). (ii) Notwithstanding Section 2.1(f)(i), any Director may be removed from the Board (and PubCo shall take all Necessary Action to cause the removal of any such Director) for Cause by majority vote of the other Directors. With respect to removal of a Director, “Cause” means (1) such Person’s indictment, pleading of nolo contendere or conviction by a final, non-appealable court order of a felony or a crime involving embezzlement or conversion of property, (2) such Person’s habitual drunkenness or substance abuse which materially interferes with such Person’s ability to discharge his or her duties, responsibilities and obligations under any agreement between such Person and PubCo or any of its Subsidiaries, (3) the material breach by such Person of any agreement between such Person and PubCo or any of its Subsidiaries or any written policy of PubCo and its Subsidiaries applicable to its Directors or senior employees that results in material harm to PubCo and its Subsidiaries or (4) commission of fraud, embezzlement or misappropriation of funds against PubCo or any of its Subsidiaries. In the case of clauses (2) and (3) above, in order for “Cause” to apply, the applicable Director must be given written notice from the Board of the matter giving rise to “Cause” and fail to cure such matter (to the extent capable of cure) within 30 days following such written notice.

Removal; Vacancies. (i) Each Except as provided in Section 2(a)(iii), an Investor Director may be removed at any time as a Director (A) with or without cause upon the written request of the ORC Principal RepresentativeInvestor that appointed such Investor Director or (B) with cause upon the affirmative vote of a majority of (1) the Board or (2) the issued and outstanding shares of Common Stock owned by the Holders. In the event that a vacancy is created on the Board at any time due to the death, disability, retirement, resignation or removal of an Investor Director, then, subject to Section 2(a)(ii)(3), the Xxxx Principal Representative Investor that designated such Investor Director shall have the right to designate an individual to fill such vacancy. Each Investor shall vote all its shares entitled to vote for Directors, and shall take all other necessary or NBdesirable actions within its control in furtherance of the provisions of this Section 2(c)(i) (including attending all stockholder meetings in person or by proxy for purposes of obtaining a quorum and executing all written consents in lieu of meetings, as applicable, shall have the exclusive right to (a) subject to Section 2.1(f)(ii) and Section 2.1(f)(iii), request and the removal of their nominees from the Board, and PubCo Company shall take all Necessary Action necessary or desirable actions within its control, to remove or replace from the Board such Investor Director upon, and only upon, such written request or affirmative vote, as applicable. Except as provided in this Section 2(c)(i), unless the applicable Investor shall otherwise consent in writing, no other Investor shall take any action to cause the removal of any such nominee at the request of the applicable Party and (b) subject to Section 2.1(e), designate Directors for election to the Board to fill vacancies created by reason of death, removal or resignation of its nominees to the Board, and PubCo shall take all Necessary Action to cause any such vacancies created pursuant to clause (a) or (b) above to be filled by replacement Directors designated by the applicable Party as promptly as practicable after such designation (and in any event prior to the next meeting or action of the Board or any committee on which such nominee served)an Investor Director. (ii) Notwithstanding Section 2.1(f)(i), any Director The Chief Executive Officer may be removed from as a Director by a vote of the majority of the Board immediately upon, and only upon, such person's removal (with or without cause) as the Chief Executive Officer of the Company in accordance with the Company's by-laws or other applicable organizational documents and PubCo the Company’s successor Chief Executive Officer appointed pursuant to the Company's by-laws or other applicable organizational documents shall automatically become a Director pursuant to Section 2(a). (iii) Each Investor shall vote all shares of Common Stock owned by such Investor or over which such Investor has voting control, and shall take all Necessary Action to cause the removal other necessary or desirable actions within his, her or its control (including in his, her or its capacity as a stockholder (including attending all stockholder meetings in person or by proxy for purposes of any such obtaining a quorum and executing all written consents in lieu of meetings, as applicable), Director) for Cause by majority vote , member of a Board committee, officer of the Company or otherwise) so that each Director other Directorsthan an Investor Director or the Chief Executive Officer shall hold his office until his death or until his successor shall have been duly elected and qualified. With respect In the event that a vacancy is created on the Board at any time due to the death, disability, retirement, resignation or removal of a DirectorDirector other than an Investor Director or the Chief Executive Officer, “Cause” means (1) then such Person’s indictmentvacancy shall be filled in accordance with the provisions of Section 2(a)(ii)(2), pleading of nolo contendere or conviction by a final, non-appealable court order of a felony or a crime involving embezzlement or conversion of property, (2) such Person’s habitual drunkenness or substance abuse which materially interferes with such Person’s ability to discharge his or her duties, responsibilities and obligations under any agreement between such Person and PubCo or any of its Subsidiaries, (3) the material breach by such Person of any agreement between such Person and PubCo or any of its Subsidiaries or any written policy of PubCo and its Subsidiaries applicable to its Directors or senior employees that results in material harm to PubCo and its Subsidiaries or (4) commission of fraud, embezzlement or misappropriation of funds against PubCo or any of its Subsidiaries. In the case of clauses (2) and (3) abovean Independent Director, or by a majority of the shares of Common Stock owned by the Investors subject to Section 2(a)(ii)(4), in order for “Cause” to apply, the applicable Director must be given written notice from the Board case of the matter giving rise to “Cause” and fail to cure such matter (to the extent capable of cure) within 30 days following such written noticeany other Director.

Removal; Vacancies. (i) Each of the ORC Principal RepresentativeSubject to and without limiting Section 2.1(f), the Xxxx Principal Representative or NBeach Investor Party, as applicable, shall have the exclusive right to (ai) subject to Section 2.1(f)(ii) and Section 2.1(f)(iii), request the removal of their nominees remove its designees from the Board, and PubCo shall take all Necessary Action to cause the removal of any such nominee designee at the request of the applicable Party Investor Party, and (bii) subject to Section 2.1(e), designate Directors designees for election or appointment, as applicable, to the Board to fill vacancies created by reason of death, removal or resignation of its nominees such Investor Party’s designees to the Board, and PubCo shall take all Necessary Action to nominate or cause the Board to appoint, as applicable, replacement designees designated by the applicable Party to fill any such vacancies created pursuant to clause (ai) or (bii) above to be filled by replacement Directors designated by the applicable Party as promptly as practicable after such designation (and in any event prior to the next meeting or action of the Board or any committee on which such nominee servedapplicable committee). (ii) . Notwithstanding anything to the contrary contained in this Section 2.1(f)(i2.1(h), any Director may be removed from no Party shall have the Board (right to designate a replacement Director, and PubCo shall not be required to take all Necessary Action 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 nominated or designated by such Party in excess of the number of Directors that such Party is then entitled to designate for membership on the Board pursuant to this Article II prior to the Designation Rights Termination Date. Each Party agrees not to take action to remove any Director designee of another Party or any Mutually Agreed Independent Directors from office unless such removal is for cause pursuant to the Certificate of Incorporation and the Bylaws. Except as set forth in the immediately preceding sentence, this Section 2.1(h) shall not apply to the Mutually Agreed Independent Directors. In addition, for so long as they collectively own 40% or more of the issued and outstanding Common Stock of PubCo, each of Seller, the BC Stockholder Parties and the Xxxxxx Stockholder Parties, severally and jointly, agrees that it will not, and collectively they will not, vote any shares of Common Stock that constitute more than 40% of the issued and outstanding Common Stock of PubCo in favor of removal of any such Director) for Cause by majority vote of the other Directors. With respect to removal of a Director, “Cause” means (1) such Person’s indictment, pleading of nolo contendere or conviction by a final, non-appealable court order of a felony or a crime involving embezzlement or conversion of property, (2) such Person’s habitual drunkenness or substance abuse which materially interferes with such Person’s ability to discharge his or her duties, responsibilities and obligations under any agreement between such Person and PubCo or any of its Subsidiaries, (3) the material breach by such Person of any agreement between such Person and PubCo or any of its Subsidiaries or any written policy of PubCo and its Subsidiaries applicable to its Directors or senior employees that results in material harm to PubCo and its Subsidiaries or (4) commission of fraud, embezzlement or misappropriation of funds against PubCo or any of its Subsidiaries. In the case of clauses (2) and (3) above, in order for “Cause” to apply, the applicable Director must be given written notice from the Board of the matter giving rise to “Cause” and fail to cure such matter (to the extent capable of cure) within 30 days following such written noticeoffice without cause.

Removal; Vacancies. (i) Each of the ORC Principal Representative, the Xxxx Principal Representative or NB, as applicable, shall have the exclusive right to (a) subject Each Investor and each Stockholder agrees to Section 2.1(f)(ii) vote, or execute written contents with respect to, as the case may be, all of his, her or its Shares and Section 2.1(f)(iiishares of Series A Preferred Stock having voting power (and any other shares over which he, she or it exercises voting control), request to the removal of their nominees from extent he, she or it holds such voting stock at the Boardrelevant time, and PubCo shall take all Necessary Action to cause for the removal of any such nominee at Director upon the request of the applicable Party Persons then entitled to designate such Director and (b) subject to Section 2.1(e), designate Directors for the election to the Board of Directors of a substitute designated by such Persons in accordance with the provisions hereof. Each Investor and each Stockholder further agrees to fill vacancies created by vote, or execute written contents with respect to, as the case may be, all of his, her or its Shares and shares of Series A Preferred Stock having voting power (and any other shares over which he, she or it exercises voting control) in such manner as shall be necessary or appropriate to ensure that any vacancy on the Board of Directors occurring for any reason shall be filled only in accordance with the provisions of deaththis Article III. Once serving on the Board of Directors and the board of directors of HCOC, removal or resignation the Existing Stockholders' Designees shall not be removed from either office without the consent of its nominees to a Majority Interest of the Board, Existing Stockholders and PubCo the Investors' Designee shall take all Necessary Action to cause any such vacancies created pursuant to clause (a) or not be removed from either office without the consent of DLJMB. (b) above The Company agrees to be filled by replacement Directors designated by vote, or execute written consents with respect to, as the applicable Party as promptly as practicable after such designation case may be, all of its shares of common stock of HCOC (and in any event prior to the next meeting or action of the Board or any committee on other shares over which such nominee served). (iiit has voting control) Notwithstanding Section 2.1(f)(i), any Director may be removed from the Board (and PubCo shall take all Necessary Action to cause for the removal of any such Director) for Cause by majority vote director of HCOC upon the request of the other Directors. With respect Persons then entitled to removal nominate such director and for the election to the board of directors of HCOC of a Directorsubstitute designated by such Persons in accordance with the provisions hereof. The Company further agrees to vote, “Cause” means or execute written consents with respect to, as the case may be, all of its shares of common stock of HCOC (1and any other shares over which it has voting control) in such Person’s indictmentmanner as shall be necessary or appropriate to ensure that any vacancy on the board of directors of HCOC occurring for any reason shall be filled only in accordance with the provisions of this Article III. Once serving on the board of directors of HCOC, pleading of nolo contendere or conviction by a final, non-appealable court order the Existing Stockholders' Designees shall not be removed from office without the consent of a felony or a crime involving embezzlement or conversion of property, (2) such Person’s habitual drunkenness or substance abuse which materially interferes with such Person’s ability to discharge his or her duties, responsibilities and obligations under any agreement between such Person and PubCo or any of its Subsidiaries, (3) the material breach by such Person of any agreement between such Person and PubCo or any of its Subsidiaries or any written policy of PubCo and its Subsidiaries applicable to its Directors or senior employees that results in material harm to PubCo and its Subsidiaries or (4) commission of fraud, embezzlement or misappropriation of funds against PubCo or any of its Subsidiaries. In the case of clauses (2) and (3) above, in order for “Cause” to apply, the applicable Director must be given written notice from the Board Majority of the matter giving rise to “Cause” Existing Stockholders and fail to cure such matter (to the extent capable Investors' Designee shall not be removed from office without the consent of cure) within 30 days following such written noticeDLJMB.

Removal; Vacancies. Except as provided in this Section 3.1(c), and subject to the Charter Documents of Parent, (i) Each each of the ORC Principal Representative, the Xxxx Principal Representative or NB, as applicable, Greensoil and Sponsor shall have the exclusive right to remove its Designated Director designee from the Board (a) subject to Section 2.1(f)(ii) and Section 2.1(f)(iiiincluding any committees thereof), request and Parent and the removal of their nominees from the Board, and PubCo Stockholders shall take all Necessary Action to cause the removal of any such nominee designee at the request of the applicable Party Sponsor, and (bii) subject each of Greensoil and Sponsor shall have the exclusive right to Section 2.1(e), designate Directors a director for election nomination to the Board to fill vacancies created by reason of the death, removal or resignation of its nominees Designated Director designee to the BoardBoard (including any committees thereof upon which such Designated Director was serving at the time of his or her death, removal or resignation), and PubCo Parent and Stockholder shall take all Necessary Action to cause any such vacancies created pursuant to clause (a) or (b) above to be filled by a replacement Directors director designated by the applicable Party Greensoil or Sponsor as promptly as practicable after reasonably practicable, provided that such designation (and in any event prior replacement director is reasonably acceptable to the next meeting or action Board in the good faith exercise of the Board or any committee on which such nominee served). (ii) Notwithstanding Section 2.1(f)(i), any Director may be removed from the Board (its fiduciary duties. Each of Greensoil and PubCo Sponsor shall take all Necessary Action to cause the removal of any such Director) for Cause by majority vote of the other Directors. With respect its Designated Director to removal of a Director, “Cause” means (1) such Person’s indictment, pleading of nolo contendere or conviction by a final, non-appealable court order of a felony or a crime involving embezzlement or conversion of property, (2) such Person’s habitual drunkenness or substance abuse which materially interferes with such Person’s ability to discharge his or her duties, responsibilities and obligations under any agreement between such Person and PubCo or any of its Subsidiaries, (3) the material breach by such Person of any agreement between such Person and PubCo or any of its Subsidiaries or any written policy of PubCo and its Subsidiaries applicable to its Directors or senior employees that results in material harm to PubCo and its Subsidiaries or (4) commission of fraud, embezzlement or misappropriation of funds against PubCo or any of its Subsidiaries. In the case of clauses (2) and (3) above, in order for “Cause” to apply, the applicable Director must be given written notice resign promptly from the Board if such Designated Director, as determined by the Board in good faith after consultation with outside legal counsel, (A) is prohibited or disqualified from serving as a director of Parent under any rule or regulation of the matter giving rise SEC, the NYSE, or by applicable Law, (B) has engaged in acts or omissions constituting a breach of such Designated Director’s fiduciary duties to “Cause” Parent and fail to cure its stockholders, (C) has engaged in acts or omissions that involve intentional misconduct or an intentional violation of Law or that, in the good faith judgment of the majority of the disinterested independent directors on the Board, would cause a significant adverse effect on the reputation of Parent, or (D) has engaged in any transaction involving Parent from which such matter (Designated Director derived an improper personal benefit that was not disclosed to the extent capable Board prior to the authorization of cure) within 30 days following such written notice.such