Common use of Removal; Vacancies Clause in Contracts

Removal; Vacancies. Subject to and without limiting Section 2.1(f), each Investor Party, as applicable, shall have the exclusive right to (i) remove its designees from the Board, and PubCo shall take all Necessary Action to cause the removal of any such designee at the request of the applicable Investor Party, and (ii) designate designees for election or appointment, as applicable, to the Board to fill vacancies created by reason of death, removal or resignation of 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 (i) or (ii) above as promptly as practicable after such designation (and in any event prior to the next meeting or action of the Board or applicable committee). Notwithstanding anything to the contrary contained in this Section 2.1(h), no Party shall have the right to designate a replacement Director, and 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 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 Director from office without cause.

Removal; Vacancies. Subject to and without limiting Section 2.1(f), each Investor PartyThe Lionheart Holders or the SMX Holders, as applicable, shall have the exclusive right to (i) remove its designees their nominees from the Board, and PubCo the Company shall take all Necessary Action such action within its power as may be necessary or appropriate to cause the removal of any such designee nominee at the request of the applicable Investor Party, Party and (ii) designate designees directors for election or appointment, as applicable, to the Board to fill vacancies created by reason of death, removal or resignation of such Investor Party’s designees its nominees to the Board, and PubCo the Company shall take all Necessary Action such action within its power as may be necessary or appropriate to nominate or cause the Board to appoint, as applicable, replacement designees directors designated by the applicable Party to fill any such vacancies created pursuant to clause (i) or (ii) above as promptly as practicable after such designation (and in any event prior to the next meeting or action of the Board or applicable committee). Notwithstanding anything to the contrary contained in this Section 2.1(h1.1(d), no Party shall have the right to designate a replacement Directordirector, and PubCo the Company 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 directors nominated or designated by such Party in excess of the number of Directors directors that such Party is then entitled to designate nominate for membership on the Board pursuant to this Article II prior Agreement. 3 Note 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 Director from office without causeDraft: To include Xxxxxxx Xxxxxxxxxx.

Removal; Vacancies. Subject to and without limiting Except as provided in Section 2.1(f3.1(g), each Investor Party, as applicable, Nominating Party shall have the exclusive right to (i) remove its designees from the BoardBoard (including any committees thereof), and PubCo Topco and, if necessary, the Shareholders shall take all Necessary Action to cause the removal of any such designee at the request of the applicable Investor Party, Nominating Party and (ii) each Nominating Party shall have the exclusive right to designate designees for election or appointment, as applicable, to the Board to fill vacancies created by reason of death, removal or resignation of such Investor Party’s its designees to the BoardBoard (including any committees thereof), and PubCo Topco and, if necessary, the Shareholders 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 (i) or (ii) above be filled by replacement directors designated by such Nominating Party as promptly as practicable reasonably practicable, in each case subject to any restrictions set forth in Topco’s Constitution, and after such designation (obtaining any consents required. For the avoidance of doubt and in any event prior to the next meeting or action of the Board or applicable committee). Notwithstanding notwithstanding anything to the contrary contained in this Section 2.1(h)paragraph, no Nominating Party shall have the right to designate a replacement Directordirector, and PubCo Topco and the Shareholders 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 nominated or directors designated by such Nominating Party in excess of the number of Directors directors that such Nominating Party is then entitled to designate for membership on the Board pursuant to this Article II prior to Agreement. Following 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 Closing, except as set forth in above, the immediately preceding sentence, this Section 2.1(h) shall not apply appointment of directors to fill any Board vacancies will be the Mutually Agreed Independent Directors. In addition, for so long as they collectively own 40% or more responsibility of the issued Nominating and outstanding Common Stock of PubCo, each of Seller, the BC Stockholder Parties Governance Committee 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 Director from office without causeBoard.

Removal; Vacancies. Subject to and without limiting Section 2.1(f), each Investor Each Party, as applicable, shall have the exclusive right to (i) remove its designees their nominees from the Board, and PubCo and such Party shall take all Necessary Action to cause the removal of any such designee nominee at the request of the applicable Investor Party, Party and (ii) designate designees directors for election or appointment, as applicable, to the Board to fill vacancies created by reason of death, removal or resignation of such Investor Party’s designees its nominees to the Board, and PubCo shall take all Necessary Action to nominate or cause the Board to appoint, as applicable, replacement designees directors designated by the applicable Party to fill any such vacancies created pursuant to clause (i) or (ii) above as promptly as practicable after such designation (and in any event prior to the next meeting or action of the Board or applicable committee). Notwithstanding anything to the contrary contained in this Section 2.1(h2.1(i), no Party shall have the right to designate a replacement Directordirector, and 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 a number of Directors directors nominated or designated by such Party in excess of the number of Directors directors that such Party is then entitled to designate nominate for membership on the Board pursuant to this Article II prior to the Designation Rights Termination DateStockholders Agreement. Each Party agrees not to take action to remove any Director designee director nominee 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, or pursuant to 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 Director from office without causeStockholders Agreement.

Removal; Vacancies. Subject to and without limiting Section 2.1(f), each Investor PartyThe Seller Representative or the Sponsor, as applicable, shall have the exclusive right to (i) remove its designees their nominees from the Board, and PubCo shall take all Necessary Action to cause the removal of any such designee nominee at the request of the applicable Investor Party, Party and (ii) designate designees directors for election or appointment, as applicable, to the Board to fill vacancies created by reason of death, removal or resignation of such Investor Party’s designees its nominees to the Board, and PubCo shall take all Necessary Action to nominate or cause the Board to appoint, as applicable, replacement designees directors designated by the applicable Party to fill any such vacancies created pursuant to clause (i) or (ii) above as promptly as practicable after such designation (and in any event prior to the next meeting or action of the Board or applicable committee). Notwithstanding anything to the contrary contained in this Section 2.1(h2.1(f), no Party shall have the right to designate a replacement Directordirector, and 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 a number of Directors directors nominated or designated by such Party in excess of the number of Directors directors that such Party is then entitled to designate nominate for membership on the Board pursuant to this Article II prior to the Designation Investor Rights Termination DateAgreement. Each Party of the Sponsor, the Sellers and PIF agrees with PubCo not to take action to remove any Director designee director nominee of another Party or any Mutually Agreed Independent Directors from office unless such removal is for cause or if the applicable Party is no longer entitled to nominate such director 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 Director from office without cause2.1.

Removal; Vacancies. Subject to and without limiting Except as provided in Section 2.1(f3.1(h), (i) each Investor Party, as applicable, Stockholder shall have the exclusive right to (i) remove its designees (and, if applicable, the Non-Voting Observer) from the BoardBoard (including any committees thereof), and PubCo the Company and the Stockholders shall take all Necessary Action to cause the removal of any such designee (or, if applicable, the Non-Voting Observer) at the request of the applicable Investor Party, designating Stockholder and (ii) each Stockholder shall have the exclusive right to designate designees directors (or, if applicable, the Non-Voting Observer) for election or appointment, as applicable, to the Board to fill vacancies created by reason of death, removal or resignation of such Investor Party’s its designees (or, if applicable, the Non-Voting Observer) to the BoardBoard (including any committees thereof), and PubCo the Company and the Stockholders 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 be filled by replacement directors (ior, if applicable, a Non-Voting Observer) or (ii) above designated by such designating Stockholder as promptly as practicable reasonably practicable, in each case subject to any restrictions set forth in, and after obtaining any consents required by, Sections 3.1(b) – (f) and 3.1(l) applicable to such designation Stockholder appointing such replacement director (and in any event prior to the next meeting or action of the Board or applicable committeeor, if applicable, a Non-Voting Observer). Notwithstanding For the avoidance of doubt and notwithstanding anything to the contrary contained in this Section 2.1(h)paragraph, no Party Stockholder shall have the right to designate a replacement Directordirector (or, if applicable, Non-Voting Observer), and PubCo 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 (or, if applicable, Non-Voting Observer) to the Board would result in a number of Directors nominated or directors (or, if applicable, the Non-Voting Observer) designated by such Party Stockholder in excess of the number of Directors directors that such Party Stockholder is then entitled to designate for membership on the Board (or, if applicable, as the Non-Voting Observer) pursuant to this Article II prior to Agreement. Following 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 Closing, except as set forth in above, the immediately preceding sentence, this Section 2.1(h) shall not apply appointment of directors to fill any Board vacancies will be the Mutually Agreed Independent Directors. In addition, for so long as they collectively own 40% or more responsibility of the issued Nominating and outstanding Common Stock of PubCo, each of Seller, the BC Stockholder Parties Governance Committee 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 Director from office without causeBoard.

Removal; Vacancies. Subject to and without limiting Except as provided in Section 2.1(f3.1(e), each Investor Partyand subject to the Company Charter, as applicable, the Principal Stockholder Group shall have the exclusive right to (i) remove its designees Designated Directors (and, if applicable, any Board Observer) from the BoardBoard (including any committees thereof), and PubCo the Company and the Principal Stockholders shall take all Necessary Action to cause the removal of any such designee at the request of the applicable Investor PartyPrincipal Stockholder Group and subject to the limitations on the rights of the Principal Stockholder Group pursuant to Section 3.1(b) and the proviso in Section 3.1(e), and (ii) the Principal Stockholder Group shall have the exclusive right to designate designees directors for election or appointment, as applicable, to the Board to fill vacancies created by reason of death, removal or resignation (including from any committees thereof) of such Investor Party’s designees to the Boarda Designated Director (or, if applicable, of a Board Observer), and PubCo the Company and the Principal Stockholders shall take all Necessary Action to nominate or cause the Board any such vacancies to appointbe filled by replacement directors (or, as if applicable, replacement designees Board Observers) designated by the applicable Party to fill any such vacancies created pursuant to clause (i) or (ii) above Principal Stockholder Group as promptly as practicable after such designation (reasonably practicable. For the avoidance of doubt and in any event prior to the next meeting or action of the Board or applicable committee). Notwithstanding notwithstanding anything to the contrary contained in this Section 2.1(h)paragraph, no Party the Principal Stockholder Group shall not have the right to designate a replacement Directordirector (or, if applicable, a Board Observer), and PubCo the Company and the Principal 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 nominated or directors (or, if applicable, Board Observers) designated by such Party the Principal Stockholder Group in excess of the number of Designated Directors (or, if applicable, Board Observers) that such Party the Principal Stockholder Group 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 Director from office without causeAgreement.

Removal; Vacancies. Subject to and without limiting Section 2.1(f), each Investor Each Party, as applicable, shall have the exclusive right to (i) remove its designees their nominees from the Board, and PubCo and such Party shall take all Necessary Action to cause the removal of any such designee nominee at the request of the applicable Investor Party, Party and (ii) designate designees directors for election or appointment, as applicable, to the Board to fill vacancies created by reason of death, removal or resignation of such Investor Party’s designees its nominees to the Board, and PubCo agrees with such Party (and only with such Party) that it shall take all Necessary Action to nominate or cause the Board to appoint, as applicable, replacement designees directors designated by the applicable Party to fill any such vacancies created pursuant to clause (i) or (ii) above as promptly as practicable after such designation (and in any event prior to the next meeting or action of the Board or applicable committee). Notwithstanding anything to the contrary contained in this Section 2.1(h2.1(i), no Party shall have the right to designate a replacement Directordirector, and 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 a number of Directors directors nominated or designated by such Party in excess of the number of Directors directors that such Party is then entitled to designate nominate for membership on the Board pursuant to this Article II prior to the Designation Rights Termination DateStockholders Agreement. Each Party agrees with PubCo (and only with PubCo) not to take action to remove any Director designee director nominee 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, or pursuant to 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 Director from office without causeStockholders Agreement.

Removal; Vacancies. Subject to and without limiting Except as provided in this Section 2.1(f3.1(c), and subject to the Charter Documents of Parent, (i) each Investor Party, as applicable, of Greensoil and Sponsor shall have the exclusive right to (i) remove its designees Designated Director designee from the BoardBoard (including any committees thereof), and PubCo Parent and the Stockholders shall take all Necessary Action to cause the removal of any such designee at the request of the applicable Investor PartySponsor, and (ii) each of Greensoil and Sponsor shall have the exclusive right to designate designees a director for election or appointment, as applicable, nomination to the Board to fill vacancies created by reason of the death, removal or resignation of such Investor Party’s designees its 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 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 (i) or (ii) above as promptly as practicable after such designation (and in any event prior to the next meeting or action of the Board or applicable committee). Notwithstanding anything to the contrary contained in this Section 2.1(h), no Party shall have the right to designate a replacement Director, and PubCo shall not be required to take any action to cause any vacancy to be filled by any a replacement director designated by Greensoil or Sponsor as promptly as reasonably practicable, provided that such designee, to the extent that election or appointment of such designee replacement director is reasonably acceptable to the Board would result in the good faith exercise of its fiduciary duties. Each of Greensoil and Sponsor shall take all Necessary Action to cause its Designated Director to 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 number director of Directors nominated Parent under any rule or designated by such Party in excess regulation of the number SEC, the NYSE, or by applicable Law, (B) has engaged in acts or omissions constituting a breach of Directors such Designated Director’s fiduciary duties to Parent and its stockholders, (C) has engaged in acts or omissions that such Party is then entitled to designate for membership 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 Designated Director derived an improper personal benefit that was not disclosed to 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 authorization 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 Director from office without cause.such