Removal; Vacancy. On all matters relating to the removal of one or more directors of the Company, each of the Current Stockholders and each Investor shall vote at regular or special meetings of stockholders and give written consent with respect to, such number of shares of Investor Shares and Current Stockholder Shares then owned by them (or as to which they then have voting power) as may be necessary to remove from the Board any director selected for removal by the stockholders entitled to designate such director pursuant to Sections 3.1, 3.2, 3.3, or, as applicable, Section 3.4. Any vacancy created by such removal shall be filled pursuant to Section 3.1, 3.2, 3.3, or, as applicable, Section 3.4, as appropriate. No director elected pursuant to Section 3.1, 3.2, 3.3, or, as applicable, Section 3.4, may be removed without the vote or written consent of the stockholder(s) entitled to designate such director pursuant to such section.
Removal; Vacancy. The Key Holders agree to take such action as may be necessary, in their capacity as stockholders or directors of the Company, subject to the limitations set forth in Section 1.1(a), to remove any Principal Designee that is a member of the Board promptly after receipt of direction from the Principal that the Principal desires to have a Principal Designee removed from the Board. In no other event (unless required by their fiduciary duty, law or Trading Rules) will the Key Holders seek the removal of a Principal Designee. The Key Holders agree that (i) if the Principal has a right to designate one or more directors pursuant to Section 1.1(a) to fill a vacancy on the Board, whether such vacancy existed on the date of this Agreement or resulted from the removal of such director, and (ii) the Principal provides written notice of the identity of the Principal Designee, that they shall promptly take such action consistent with the provisions of this Agreement and the Company’s Bylaws to effect the election of such Principal Designee as soon as practicable, but in any event no later than seven (7) days after written notice is provided by the Principal to the Company and the Key Holders, which action will be taken either at a subsequent stockholders’ or directors’ meeting or, if and as applicable, action by written consent of the stockholders or directors, subject to any fiduciary duties owed by such directors to the Company.
Removal; Vacancy. (i) Except as provided in Section 3.1(d) or as required by applicable Law, no Director designated pursuant to Section 3.1(b) above may be removed from office unless (A) in the case of a Director designated by DFR Holdings pursuant to Section 3.1(b)(i), such removal is directed or approved by DFR Holdings, (B) in the case of a Director designated by CIFC Parent pursuant to Section 3.1(b)(ii), such removal is directed or approved by CIFC Parent, (C) in the case of a Director designated pursuant to Section 3.1(b)(iv) or Section 3.1(b)(v), such removal is directed or approved by the Nominating Committee, (D) in the case of the CEO Director, pursuant to Section 3.1(c)(iii). Each Investor shall vote its Investor Shares and take, or shall cause to be taken, all other Necessary Action to effect any removal contemplated by this Section 3.1(c), subject, in the case of a removal pursuant to clause (C) of this Section 3.1(c)(i), to the prior approval of the Nominating Committee.
Removal; Vacancy. The Sponsor Shareholder Group shall have the exclusive right to (i) remove the Vestar Director from the Board, and the Parties shall take all Necessary Action to cause the removal of the Vestar Director at the request of the applicable Sponsor Shareholder, and (ii) designate replacements for such Vestar Director (each, a “Replacement Sponsor Designee”) upon death, disability, resignation, retirement, disqualification or removal (with or without cause) (each a “Vacancy Event”) of such Vestar Director, and the Parties shall take all Necessary Action to cause such Replacement Sponsor Designees to be appointed or elected to the Board as soon as practicable following the occurrence of such Vacancy Event; provided that, for the avoidance of doubt, any Replacement Sponsor Designee so designated shall be subject to the approval of the Nominating and Corporate Governance Committee in accordance with Section 2.02(a)(i) and no Sponsor Shareholder shall have a right to designate a Replacement Sponsor Designee to the extent that the appointment or election of such Replacement Sponsor Designee would result in the Board having as members, at any time, a number of directors designated by the Sponsor Shareholder Group in excess of the number of directors that the Sponsor Shareholder Group is then entitled to designate pursuant to Section 2.02(a). All other director vacancies shall be filled by designees nominated by the Nominating and Corporate Governance Committee.
Removal; Vacancy. A representative designated as provided in Section 1.2(a) above may be removed during his or her term of office, with or without cause, only by a majority vote of the respective party or parties entitled to designate such representative. The Stockholders agree that if a Stockholder has a right to designate a representative pursuant to Section 1.2(a) to fill a vacancy on the Board, whether such vacancy existed on the date of this Agreement or resulted from the removal of such representative, that they shall promptly take such action consistent with the provisions of this Agreement and the Bylaws to effect the election of such director as soon as practicable, but in any event no later than seven days after notice is provided by such Stockholder to the Company and the other Stockholders, either at a subsequent stockholders’ or directors’ meeting or action by written consent of the stockholders or directors, subject to any fiduciary duties owed by such directors to the Company. Likewise, in the event a party desires to remove a director who was designated for election by such party, then all of the Stockholders shall vote for such removal. Notwithstanding anything to the contrary herein, the designee appointed by a holder that fails to purchase such holder’s entire Pro Rata Share Number (as defined in the Company’s Sixth Amended and Restated Certificate of Incorporation (the “Charter”)) in a Qualified Capital Transaction (as defined in the Charter) shall be subject to removal, without cause, by the holders of at least fifty-one percent (51%) of the aggregate issued and outstanding shares of Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock, voting together as a single class on an as-converted to Common Stock basis, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders. Each of the Stockholders should vote for such removal of such holder and for the reduction in the size of the board. If a director subject to such removal shall fail to resign, each Stockholder shall have the right to call a special meeting of the stockholders or initiate an action by written consent of the stockholders for the purpose of removing such director and each Stockholder shall vote all of its shares entitled to vote at such meeting or in connection with such consent in favor of such removal.
Removal; Vacancy. The Preferred Stock Directors elected at any such special meeting or annual meeting will hold office until the next annual meeting of the Corporation's stockholders unless they have been previously terminated or removed pursuant to this Section. In case any vacancy in the office of a Preferred Stock Director occurs (other than prior to the initial election of the Preferred Stock Directors), the vacancy may be filled by the consent of the Preferred Stock Director remaining in office, or if none remains in office, by the vote of the holders of the Series A Preferred Stock (together with holders of any other class of the Corporation's authorized preferred stock having equivalent voting rights, whether or not the holders of such preferred stock would be entitled to vote for the election of directors if such default in dividends did not exist) to serve until the next annual meeting of the stockholders. Any Preferred Stock Director may be removed at any time without cause by the holders of record of a majority of the outstanding shares of Series A Preferred Stock (together with holders of any other class of the Corporation's authorized preferred stock having equivalent voting rights, whether or not the holders of such preferred stock would be entitled to vote for the election of directors if such default in dividends did not exist) when they have the voting rights described in this Section.
Removal; Vacancy. Any Director may be removed by the Member appointing such Director. Upon the death, retirement or removal of any Director, the Member appointing such Director may appoint a replacement.
Removal; Vacancy. Any Applicable Series A Preferred Director may be removed at any time without cause by the Applicable Series A Holders of a majority of the outstanding shares of the Applicable Series A Convertible Preferred Stock. In case any vacancy in the office of an Applicable Series A Preferred Director occurs (other than as a result of a termination pursuant to Section 1 5(b)(v)), the vacancy may be filled by the written consent of the Applicable Series A Preferred Directors remaining in office, or if none remains in office, by the vote of the Applicable Series A Holders as set forth in Section 1 5(b)(ii) to serve until the next annual meeting of the stockholders and until their successors are duly elected and qualified.
Removal; Vacancy. Any Nonpayment Preferred Director may be removed at any time without cause by the Holders of two-thirds of the voting power of the then outstanding shares of Convertible Preferred Stock and any Special Voting Parity Stock (such voting power allocated pro rata based on liquidation preference). In case any vacancy in the office of a Nonpayment Preferred Director occurs (other than prior to the initial election of the Nonpayment Preferred Directors), the vacancy may be filled by the written consent of the Nonpayment Preferred Director remaining in office, or if none remains in office, by the vote of the Holders and the holders of any Special Voting Parity Stock as set forth in Section 1 5(d)(ii) to serve until the next annual meeting of the stockholders and until their successors are duly elected and qualified.
Removal; Vacancy. For so long as the Sponsor remains entitled to designate the Sponsor Director for nomination pursuant to Section 5.2.1, (a) the Sponsor Director hereby agrees to resign from the Board promptly upon the receipt of a notice from the Sponsor directing him or her to resign, and (b) the Sponsor shall have the exclusive right to designate the Sponsor Director for nomination to the Board to fill vacancies created by reason of death, removal or resignation of a Sponsor Director. No Holder (other than the Sponsor) shall take any action to remove the Sponsor Director unless such removal is for cause or if the Sponsor is no longer entitled to nominate such director pursuant to Section 5.2.1. At such time as the Sponsor is no longer entitled to nominate a director to the Board pursuant to Section 5.2.1, the Sponsor shall take all necessary action to cause the Sponsor Director to tender his or her resignation.
