Common use of Removal; Vacancy Clause in Contracts

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.

Appears in 2 contracts

Samples: Stockholders Agreement (CIFC Corp.), Asset Purchase Agreement (CIFC Corp.)

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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 Bounty pursuant to Section 3.1(b)(i), such removal is directed or approved by DFR HoldingsBounty, (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 an Independent 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)) and (E) in the case of Xxxxxxxx Xxxxxxx, pursuant to Section 3.1(c)(iii) or if such removal is directed or approved by a majority of the Board. 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, (x) in the case of a removal pursuant to clause (C) of this Section 3.1(c)(i), to the prior approval of the Nominating CommitteeCommittee and, (y) in the case of a removal pursuant to clause (E) of this Section 3.1(c)(i), to the prior approval of a majority of the Board.

Appears in 1 contract

Samples: Stockholders Agreement (Deerfield Capital Corp.)

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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)(iv3.1(b)(iii) or Section 3.1(b)(v3.1(b)(iv), such removal is directed or approved by the Nominating Committee, (DC) in the case of the CEO Director, pursuant to Section 3.1(c)(iii). Each The 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 (CB) of this Section 3.1(c)(i), to the prior approval of the Nominating Committee.

Appears in 1 contract

Samples: Stockholders Agreement (CIFC Corp.)

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