Common use of Removal; Vacancies Clause in Contracts

Removal; Vacancies. (a) Each Stockholder agrees to vote all of his, her or its Shares having voting power (and any other Shares over which he, she or it exercises voting control), or take any other action necessary for the removal of any director upon the request of the Founding Stockholders, and for the election to the Board of Directors of a substitute designated by the Founding Stockholders in accordance with the provisions hereof. Each Stockholder further agrees to vote all of his, her or its Shares having voting power (and any other Shares over which he, she or it exercises voting control) in such manner or take any other action 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 this Section 4. (b) In the event that a Stockholder serves as a director, then effective upon the termination of such Stockholder’s employment with the Company for any reason, such Stockholder shall resign from the Board of Directors, and each Stockholder agrees to vote all of his, her or its Shares having voting power (and any other Shares over which he, she or it exercises voting control), or take any other action necessary for the removal of such Stockholder from the Board of Directors. Any vacancy created by any such resignation or removal of such Stockholder shall be filled by the remaining directors. Notwithstanding the foregoing, the Founding Stockholders, in her sole discretion, may permit such Stockholder to remain on the Board of Directors through written notice to such Stockholder upon termination as an employee.

Appears in 3 contracts

Samples: Stockholders Agreement (Ohia Development Corp), Shareholder Agreement (Global Manufacturers & Contractors, S.A.), Stockholders Agreement (Phoenix Realty, Inc.)

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Removal; Vacancies. (a) Each Stockholder agrees to vote all of his, her or its Shares having voting power (and any other Shares over which he, she or it exercises voting control), or take any other action necessary for the removal of any director upon the request of the Founding StockholdersStockholder, and for the election to the Board of Directors of a substitute designated by the Founding Stockholders Stockholder in accordance with the provisions hereof. Each Stockholder further agrees to vote all of his, her or its Shares having voting power (and any other Shares over which he, she or it exercises voting control) in such manner or take any other action 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 this Section 4. (b) In the event that a Stockholder serves as a director, then effective upon the termination of such Stockholder’s employment with the Company for any reason, such Stockholder shall resign from the Board of Directors, and each Stockholder agrees to vote all of his, her or its Shares having voting power (and any other Shares over which he, she or it exercises voting control), or take any other action necessary for the removal of such Stockholder from the Board of Directors. Any vacancy created by any such resignation or removal of such Stockholder shall be filled by the remaining directors. Notwithstanding the foregoing, the Founding StockholdersStockholder, in her sole discretion, may permit such Stockholder to remain on the Board of Directors through written notice to such Stockholder upon termination as an employee.

Appears in 3 contracts

Samples: Stockholders Agreement (GreenKissNY, Inc.), Stockholders Agreement (GreenKissNY, Inc.), Stockholders Agreement (GreenKissNY, Inc.)

Removal; Vacancies. (a) Each Stockholder agrees to vote all of his, her or its Shares having voting power (and any other Shares over which he, she or it exercises voting control), or take any other action necessary for the removal of any Any director upon the request of the Founding Stockholders, and for the election who is elected to the Board of Directors of the Company pursuant to a substitute designation under cfiSection 7(a) hereof (other than clause (D) of SECTION 7(a)) may be removed from the Board of Directors with or without cause upon the request of the Stockholder who designated by such director and the Founding Stockholders in accordance with the provisions hereof. Each Stockholder further agrees to vote shall promptly take all of his, her or its Shares having voting power (and any other Shares over which he, she or it exercises voting control) in such manner or take any other lawful action as shall be necessary to call or appropriate convene a special meeting of the Company's stockholders as soon as reasonably practical and to ensure affirmatively vote their Shares at such meeting, or to execute a written consent of stockholders in lieu of a meeting to give effect to such requested removal. In the event that any vacancy a director so elected resigns, is removed from office, or otherwise ceases to serve on the Board of Directors occurring for any reason shall be filled only in accordance with of the provisions of this Section 4. (b) In the event that a Stockholder serves as a directorCompany, then effective upon the termination of such Stockholder’s employment with the Company for any reason, the vacancy shall be filled with an individual designated in accordance with SECTION 7(a) hereof by the Stockholder who originally designated such Stockholder director (in the case of directors designated under clauses (A), (B) or (C) of SECTION 7(a)) and by the remaining directors (in the case of directors designated under clause (D) of SECTION 7(a)), and the Stockholders shall resign from promptly take all such lawful action as necessary to call or convene a special meeting of the Company's stockholders as soon as reasonably practical and to affirmatively vote their Shares at such meeting, or to execute a written consent of stockholders in lieu of a meeting, to elect such individual to the Board of Directors, and each Stockholder agrees to vote all of his, her or its Shares having voting power (and any other Shares over which he, she or it exercises voting control), or take any other action necessary for the removal of such Stockholder from the Board of Directors. Any vacancy created by any such resignation or removal of such Stockholder shall be filled by the remaining directors. Notwithstanding the foregoing, the Founding Stockholders, in her sole discretion, may permit such Stockholder to remain on the Board of Directors through written notice to such Stockholder upon termination as an employee.

Appears in 1 contract

Samples: Stockholders Agreement (Us Franchise Systems Inc/)

Removal; Vacancies. (a) Each Stockholder agrees to vote all of his, her or its Shares having voting power (and any other Shares over which he, she or it exercises voting control), or take any other action necessary for the removal of any director upon the request of the Founding Stockholders, and for the election to the Board of Directors of a substitute designated by the Founding Stockholders in accordance with the provisions hereof. Each Stockholder further agrees to vote all of his, her or its Shares having voting power (and any other Shares over which he, she or it exercises voting control) in such manner or take any other action 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 this Section 4. (b) In the event that a Stockholder serves as a directordirector and employee, then effective upon the termination of such Stockholder’s employment with the Company for any reason, such Stockholder shall resign from the Board of Directors, and each Stockholder agrees to vote all of his, her or its Shares having voting power (and any other Shares over which he, she or it exercises voting control), or take any other action necessary for the removal of such Stockholder from the Board of Directors. Any vacancy created by any such resignation or removal of such Stockholder shall be filled by at the remaining directorsnext stockholders meeting. Notwithstanding the foregoing, The provisions of this Section 2.2. shall not apply to the Founding Stockholders, in her sole discretion, may permit such Stockholder to remain on the Board of Directors through written notice to such Stockholder upon termination as an employeeShareholders herein.

Appears in 1 contract

Samples: Stockholders Agreement (RideBay Technologies, Inc.)

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Removal; Vacancies. (a) Each Stockholder agrees to vote all of his, her or its Shares having voting power (and any other Shares over which he, she or it exercises voting control), or take any other action necessary for the removal of any director upon the request of the Founding Stockholders, and for the election to the Board of Directors of a substitute designated by the Founding Stockholders in accordance with the provisions hereof. Each Stockholder further agrees to vote all of his, her or its Shares having voting power (and any other Shares over which he, she or it exercises voting control) in such manner or take any other action 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 this Section 4. (b) In the event that a Stockholder serves as a directordirector and employee, then effective upon the termination of such Stockholder’s employment with the Company for any reason, such Stockholder shall resign from the Board of Directors, and each Stockholder agrees to vote all of his, her or its Shares having voting power (and any other Shares over which he, she or it exercises voting control), or take any other action necessary for the removal of such Stockholder from the Board of Directors. Any vacancy created by any such resignation or removal of such Stockholder shall be filled by at the remaining directorsnext stockholders meeting. Notwithstanding the foregoing, The provisions of this Section 2.2. shall not apply to the Founding Stockholders, in her sole discretion, may permit such Stockholder to remain on the Board of Directors through written notice to such Stockholder upon termination as an employeeShareholders herein.

Appears in 1 contract

Samples: Stockholders Agreement (WALL STREET ACQUISITIONS, Corp)

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