Common use of Resignation and Vacancies Clause in Contracts

Resignation and Vacancies. Any director may resign effective upon giving oral or written notice to the Chairman of the Board, the President, the Secretary or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation of a director is effective at a future time, the Board of Directors may elect a successor to take office when the resignation becomes effective. Vacancies on the Board of Directors may be filled by a majority of the remaining directors, or if the number of directors then in office is less than a quorum by (i) unanimous written consent of the directors then in office, (ii) the affirmative vote of a majority of the directors then in office at a meeting held pursuant to notice or waivers of notice, or (iii) a sole remaining director; however, a vacancy created by the removal of a director by the vote or written consent of the shareholders or by court order may be filled only by the affirmative vote of a majority of the shares represented and voting at a duly held meeting at which a quorum is present (which shares voting affirmatively also constitute at least a majority of the required quorum), or by the unanimous written consent of all shares entitled to vote thereon. Each director so elected shall hold office until the next annual meeting of the shareholders and until a successor has been elected and qualified, or until his or her death, resignation or removal. A vacancy or vacancies in the Board of Directors shall be deemed to exist (i) in the event of the death, resignation or removal of any director, (ii) if the Board of Directors by resolution declares vacant the office of a director who has been declared of unsound mind by an order of court or convicted of a felony, (iii) if the authorized number of directors is increased, or (iv) if the shareholders fail, at any meeting of shareholders at which any director or directors are elected, to elect the full authorized number of directors to be elected at that meeting. The shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors, but any such election by written consent, other than to fill a vacancy created by removal, shall require the consent of the holders of a majority of the outstanding shares entitled to vote thereon. A director may not be elected by written consent to fill a vacancy created by removal except by unanimous consent of all shares entitled to vote for the election of directors.

Resignation and Vacancies. Any director may resign effective at any time upon giving oral notice given in writing or written notice by electronic transmission to the Chairman of Corporation; provided, however, that if such notice is given by electronic transmission, such electronic transmission must either set forth or be submitted with information from which it can be determined that the Board, electronic transmission was authorized by the President, director. A resignation is effective when the Secretary or the Board of Directors, resignation is delivered unless the notice resignation specifies a later time for effective date or an effective date determined upon the effectiveness happening of an event or events. Acceptance of such resignationresignation shall not be necessary to make it effective. If A resignation which is conditioned upon the resignation of director failing to receive a specified vote for reelection as a director may provide that it is irrevocable. Unless otherwise provided in the certificate of incorporation or these bylaws, when one or more directors resign from the board of directors, effective at a future timedate, the Board of Directors may elect a successor to take office when the resignation becomes effective. Vacancies on the Board of Directors may be filled by a majority of the remaining directors, or if the number of directors then in office is less than a quorum by (i) unanimous written consent of the directors then in office, (ii) including those who have so resigned, shall have power to fill such vacancy or vacancies, the affirmative vote thereon to take effect when such resignation or resignations shall become effective. Unless otherwise provided in the certificate of incorporation or these bylaws, vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class shall be filled only by a majority of the directors then in office at office, although less than a meeting held pursuant to notice or waivers of noticequorum, or (iii) by a sole remaining director; however. If the directors are divided into classes, a vacancy created person so elected by the removal of directors then in office to fill a director by the vote vacancy or written consent of the shareholders or by court order may be filled only by the affirmative vote of a majority of the shares represented and voting at a duly held meeting at which a quorum is present (which shares voting affirmatively also constitute at least a majority of the required quorum), or by the unanimous written consent of all shares entitled to vote thereon. Each director so elected newly created directorship shall hold office until the next annual meeting election of the shareholders class for which such director shall have been chosen and until a successor has been elected and qualified, or until his or her death, resignation or removalsuccessor shall have been duly elected and qualified. A vacancy or vacancies in the Board of Directors shall be deemed to exist (i) in the event of the death, resignation or removal of any director, (ii) if the Board of Directors by resolution declares vacant the office of a director who has been declared of unsound mind by an order of court or convicted of a felony, (iii) if the authorized number of directors is increased, or (iv) if the shareholders failIf, at any meeting the time of shareholders at which any director or directors are elected, to elect the full authorized number of directors to be elected at that meeting. The shareholders may elect a director or directors at any time to fill filling any vacancy or vacancies not filled by any newly created directorship, the directors, but any such election by written consent, other directors then in office constitute less than to fill a vacancy created by removal, shall require the consent of the holders of a majority of the whole board of directors (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least 10% of the voting stock at the time outstanding shares entitled to vote thereon. A director may not be elected by written consent to fill a vacancy created by removal except by unanimous consent of all shares entitled having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office as aforesaid, which election shall be governed by the provisions of directorsSection 211 of the DGCL as far as applicable.

Resignation and Vacancies. Any director may resign effective at any time upon giving oral or written notice to the Chairman attention of the BoardSecretary of the corporation. Notwithstanding the provisions of Section 223(a)(1) and 223(a)(2) of the Delaware General Corporation Law, the President, the Secretary any vacancy or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation of a director is effective at a future time, the Board of Directors may elect a successor to take office when the resignation becomes effective. Vacancies on the Board of Directors newly created directorship may be filled by a majority of the remaining directors, or if the number of directors then in office is (including any directors that have tendered a resignation effective at a future date), though less than a quorum by (i) unanimous written consent of the directors then in office, (ii) the affirmative vote of a majority of the directors then in office at a meeting held pursuant to notice or waivers of noticequorum, or (iii) by a sole remaining director; however, a vacancy created by and the removal of a director by the vote or written consent of the shareholders or by court order may be filled only by the affirmative vote of a majority of the shares represented and voting at a duly held meeting at which a quorum is present (which shares voting affirmatively also constitute at least a majority of the required quorum), or by the unanimous written consent of all shares entitled to vote thereon. Each director directors so elected chosen shall hold office until the next annual meeting of the shareholders election and until a successor has been their successors are duly elected and qualifiedshall qualify, or until his or her deathunless sooner displaced; provided, resignation or removal. A however, that where such vacancy or vacancies in newly created directorship occurs among the Board of Directors shall be deemed to exist (i) in the event of the death, resignation or removal of any director, (ii) if the Board of Directors directors elected by resolution declares vacant the office of a director who has been declared of unsound mind by an order of court or convicted of a felony, (iii) if the authorized number of directors is increased, or (iv) if the shareholders fail, at any meeting of shareholders at which any director or directors are elected, to elect the full authorized number of directors to be elected at that meeting. The shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors, but any such election by written consent, other than to fill a vacancy created by removal, shall require the consent of the holders of a class or series of stock, the holders of shares of such class or series may override the Board of Directors’ action to fill such vacancy or newly created directorship by (i) voting for their own designee to fill such vacancy or newly created directorship at a meeting of the corporation’s stockholders or (ii) written consent, if the consenting stockholders hold a sufficient number of shares to elect their designee at a meeting of the stockholders. If at any time, by reason of death or resignation or other cause, the corporation should have no directors in office, then any officer or any stockholder or an executor, administrator, trustee or guardian of a stockholder, or other fiduciary entrusted with like responsibility for the person or estate of a stockholder, may call a special meeting of stockholders in accordance with the provisions of the certificate of incorporation or these bylaws, or may apply to the Court of Chancery for a decree summarily ordering an election as provided in Section 211 of the Delaware General Corporation Law. If, at the time of filling any vacancy or any newly created directorship, the directors then in office constitute less than a majority of the whole board (as constituted immediately prior to any such increase), then the Court of Chancery may, upon application of any stockholder or stockholders holding at least 10% of the total number of the shares at the time outstanding shares entitled to vote thereon. A director may not be elected by written consent to fill a vacancy created by removal except by unanimous consent of all shares entitled having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office as aforesaid, which election shall be governed by the provisions of directorsSection 211 of the Delaware General Corporation Law as far as applicable.

Resignation and Vacancies. Any director may resign effective at any time upon giving oral notice given in writing or written notice by electronic transmission to the Chairman Company. A resignation is effective when the resignation is delivered unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events. A resignation which is conditioned upon the Boarddirector failing to receive a specified vote for reelection as a director may provide that it is irrevocable. Unless otherwise provided in the certificate of incorporation or these bylaws, the President, the Secretary when one or more directors resign from the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation of a director is effective at a future timedate, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective. Unless otherwise provided in the certificate of incorporation or these bylaws or permitted in the specific case by resolution of the Board of Directors may elect Directors, and subject to the rights of holders of preferred stock of the Company, vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a successor to take office when the resignation becomes effective. Vacancies on the Board of Directors single class may be filled by a majority of the remaining directors, or if the number of directors then in office is less than a quorum by (i) unanimous written consent of the directors then in office, (ii) the affirmative vote of although less than a majority of the directors then in office at a meeting held pursuant to notice or waivers of noticequorum, or (iii) by a sole remaining director; however, and not by stockholders. If the directors are divided into classes, a person so chosen to fill a vacancy or newly created by the removal of a director by the vote or written consent of the shareholders or by court order may be filled only by the affirmative vote of a majority of the shares represented and voting at a duly held meeting at which a quorum is present (which shares voting affirmatively also constitute at least a majority of the required quorum), or by the unanimous written consent of all shares entitled to vote thereon. Each director so elected directorship shall hold office until the next annual meeting election of the shareholders class for which such director shall have been chosen and until a successor has been elected and qualified, or until his or her death, resignation or removal. A vacancy or vacancies in the Board of Directors successor shall be deemed to exist (i) in the event of the death, resignation or removal of any director, (ii) if the Board of Directors by resolution declares vacant the office of a director who has have been declared of unsound mind by an order of court or convicted of a felony, (iii) if the authorized number of directors is increased, or (iv) if the shareholders fail, at any meeting of shareholders at which any director or directors are elected, to elect the full authorized number of directors to be duly elected at that meeting. The shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors, but any such election by written consent, other than to fill a vacancy created by removal, shall require the consent of the holders of a majority of the outstanding shares entitled to vote thereon. A director may not be elected by written consent to fill a vacancy created by removal except by unanimous consent of all shares entitled to vote for the election of directorsand qualified.

Resignation and Vacancies. Any director may resign effective upon on giving oral or written notice to the Chairman chairman of the Boardboard, the Presidentpresident, the Secretary secretary or the Board board of Directorsdirectors, unless the notice specifies a later time for the effectiveness of such resignationthat resignation to become effective. If the resignation of a director is effective at a future time, the Board board of Directors directors may elect a successor to take office when the resignation becomes effective. Vacancies on in the Board board of Directors directors may be filled by a majority of the remaining directors, or even if the number of directors then in office is less than a quorum by (i) unanimous written consent of the directors then in office, (ii) the affirmative vote of a majority of the directors then in office at a meeting held pursuant to notice or waivers of noticequorum, or (iii) by a sole remaining director; however, a vacancy created by the removal of a director by the vote or written consent of the shareholders or by court order may be filled only by the affirmative vote of a majority of the shares represented and voting at a duly held meeting at which a quorum is present (which shares voting affirmatively also constitute at least a majority of the required quorum), or by the unanimous written consent of all shares entitled to vote thereon. Each director so elected shall hold office until the next annual meeting of the shareholders and until a successor has been elected and qualified, or until his or her death, resignation or removal. A vacancy or vacancies in the Board board of Directors directors shall be deemed to exist (i) in the event of the death, resignation or removal of any director, (ii) if the Board board of Directors directors by resolution declares vacant the office of a director who has been declared of unsound mind by an order of court or convicted of a felony, (iii) if the authorized number of directors is increased, or (iv) if the shareholders fail, at any meeting of shareholders at which any director or directors are elected, to elect the full authorized number of directors to be elected at that meeting. The shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors, but any such election by written consent, other than to fill a vacancy created by removal, if by written consent, shall require the consent of the holders of a majority of the outstanding shares entitled to vote thereon. A director may not be elected by written consent to fill a vacancy created by removal except by unanimous consent of all shares entitled to vote for the election of directors.

Resignation and Vacancies. Any director may resign effective at any time upon giving oral notice given in writing or written notice by electronic transmission to the Chairman Corporation; provided, however, that if such notice is given by electronic transmission, such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the director. A resignation is effective when the resignation is delivered unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events. Unless otherwise specified in the Boardnotice of resignation, acceptance of such resignation shall not be necessary to make it effective. A resignation which is conditioned upon the Presidentdirector failing to receive a specified vote for reelection as a director may provide that it is irrevocable. Unless otherwise provided in the Certificate of Incorporation or these Bylaws, the Secretary when one or more directors resign from the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation of a director is effective at a future timedate, the Board of Directors may elect a successor to take office when the resignation becomes effective. Vacancies on the Board of Directors may be filled by a majority of the remaining directors, or if the number of directors then in office is less than a quorum by (i) unanimous written consent of the directors then in office, (ii) including those who have so resigned, shall have power to fill such vacancy or vacancies, the affirmative vote thereon to take effect when such resignation or resignations shall become effective. Unless otherwise provided in the Certificate of Incorporation or these Bylaws or if authorized by resolution of the Board of Directors, vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class shall be filled only by a majority of the directors then in office at office, although less than a meeting held pursuant to notice or waivers of noticequorum, or (iii) by a sole remaining director; however, and not by the stockholders. If the directors are divided into classes, a vacancy created person so elected by the removal of directors then in office to fill a director by the vote vacancy or written consent of the shareholders or by court order may be filled only by the affirmative vote of a majority of the shares represented and voting at a duly held meeting at which a quorum is present (which shares voting affirmatively also constitute at least a majority of the required quorum), or by the unanimous written consent of all shares entitled to vote thereon. Each director so elected newly created directorship shall hold office until the next annual meeting election of the shareholders class for which such director shall have been chosen and until a successor has been elected and qualified, or until his or her death, resignation or removalsuccessor shall have been duly elected and qualified. A vacancy or vacancies in the Board of Directors shall be deemed to exist (i) in the event of the death, resignation or removal of any director, (ii) if the Board of Directors by resolution declares vacant the office of a director who has been declared of unsound mind by an order of court or convicted of a felony, (iii) if the authorized number of directors is increased, or (iv) if the shareholders failIf, at any meeting the time of shareholders at which any director or directors are elected, to elect the full authorized number of directors to be elected at that meeting. The shareholders may elect a director or directors at any time to fill filling any vacancy or vacancies not filled by any newly created directorship, the directors, but any such election by written consent, other directors then in office constitute less than to fill a vacancy created by removal, shall require the consent of the holders of a majority of the whole Board of Directors (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least 10% of the voting power of the capital stock of the Corporation at the time outstanding shares entitled to vote thereon. A director may not be elected by written consent to fill a vacancy created by removal except by unanimous consent of all shares entitled having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office as aforesaid, which election shall be governed by the provisions of directorsSection 211 of the DGCL as far as applicable.

Resignation and Vacancies. Any director may resign effective at any time upon giving oral notice given in writing or written notice by electronic transmission to the Chairman of the Board, the President, the Secretary corporation. When one or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. If more directors so resigns and the resignation of a director is effective at a future timedate, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the Board of Directors may elect a successor vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office when as provided in this section in the resignation becomes effectivefilling of other vacancies. Vacancies on Unless otherwise provided in the Board certificate of Directors incorporation or these bylaws, vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class may be filled by a majority of the remaining directors, or if the number of directors then in office is less than a quorum by (i) unanimous written consent of the directors then in office, (ii) although less than a quorum, or by a sole remaining director. If the affirmative vote of directors are divided into classes, a majority of person so elected by the directors then in office at a meeting held pursuant to notice or waivers of notice, or (iii) a sole remaining director; however, fill a vacancy or newly created by the removal of a director by the vote or written consent of the shareholders or by court order may be filled only by the affirmative vote of a majority of the shares represented and voting at a duly held meeting at which a quorum is present (which shares voting affirmatively also constitute at least a majority of the required quorum), or by the unanimous written consent of all shares entitled to vote thereon. Each director so elected directorship shall hold office until the next annual meeting election of the shareholders class for which such director shall have been chosen and until a successor has been elected and qualified, or until his or her deathsuccessor shall have been duly elected and qualified. If at any time, by reason of death or resignation or removal. A vacancy other cause, the corporation should have no directors in office, then any officer or vacancies any stockholder or an executor, administrator, trustee or guardian of a stockholder, or other fiduciary entrusted with like responsibility for the person or estate of a stockholder, may call a special meeting of stockholders in accordance with the Board of Directors shall be deemed to exist (i) in the event provisions of the death, resignation certificate of incorporation or removal of any director, (ii) if the Board of Directors by resolution declares vacant the office of a director who has been declared of unsound mind by an order of court or convicted of a felony, (iii) if the authorized number of directors is increasedthese bylaws, or (iv) if may apply to the shareholders failCourt of Chancery for a decree summarily ordering an election as provided in Section 211 of the DGCL. If, at any meeting the time of shareholders at which any director or directors are elected, to elect the full authorized number of directors to be elected at that meeting. The shareholders may elect a director or directors at any time to fill filling any vacancy or vacancies not filled by any newly created directorship, the directors, but any such election by written consent, other directors then in office constitute less than to fill a vacancy created by removal, shall require the consent of the holders of a majority of the whole Board (as constituted immediately prior to any such increase), then the Court of Chancery may, upon application of any stockholder or stockholders holding at least 10% of the total number of the shares at the time outstanding shares entitled to vote thereon. A director may not be elected by written consent to fill a vacancy created by removal except by unanimous consent of all shares entitled having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office as aforesaid, which election shall be governed by the provisions of directorsSection 211 of the DGCL as far as applicable.

Resignation and Vacancies. Any director may resign effective at any time upon giving oral notice given in writing or written notice by electronic transmission to the Chairman corporation. A resignation is effective when the resignation is delivered unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events. A resignation which is conditioned upon the director failing to receive a specified vote for reelection as a director may provide that it is irrevocable. Unless otherwise provided in the certificate of incorporation or these bylaws, when one or more directors resign from the Board, the President, the Secretary or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation of a director is effective at a future timedate, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the Board of Directors may elect a successor vote thereon to take office effect when the such resignation becomes or resignations shall become effective. Vacancies on Unless otherwise provided in the Board certificate of Directors incorporation or these bylaws, vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class may be filled by a majority of the remaining directors, or if the number of directors then in office is less than a quorum by (i) unanimous written consent of the directors then in office, (ii) although less than a quorum, or by a sole remaining director. If the affirmative vote of directors are divided into classes, a majority of person so elected by the directors then in office at a meeting held pursuant to notice or waivers of notice, or (iii) a sole remaining director; however, fill a vacancy or newly created by the removal of a director by the vote or written consent of the shareholders or by court order may be filled only by the affirmative vote of a majority of the shares represented and voting at a duly held meeting at which a quorum is present (which shares voting affirmatively also constitute at least a majority of the required quorum), or by the unanimous written consent of all shares entitled to vote thereon. Each director so elected directorship shall hold office until the next annual meeting election of the shareholders class for which such director shall have been chosen and until a successor has been elected and qualified, or until his or her deathsuccessor shall have been duly elected and qualified. If at any time, by reason of death or resignation or removal. A vacancy other cause, the corporation should have no directors in office, then any officer or vacancies any stockholder or an executor, administrator, trustee or guardian of a stockholder, or other fiduciary entrusted with like responsibility for the person or estate of a stockholder, may call a special meeting of stockholders in accordance with the Board of Directors shall be deemed to exist (i) in the event provisions of the death, resignation certificate of incorporation or removal of any director, (ii) if the Board of Directors by resolution declares vacant the office of a director who has been declared of unsound mind by an order of court or convicted of a felony, (iii) if the authorized number of directors is increasedthese bylaws, or (iv) if may apply to the shareholders failCourt of Chancery for a decree summarily ordering an election as provided in Section 211 of the DGCL. If, at any meeting the time of shareholders at which any director or directors are elected, to elect the full authorized number of directors to be elected at that meeting. The shareholders may elect a director or directors at any time to fill filling any vacancy or vacancies not filled by any newly created directorship, the directors, but any such election by written consent, other directors then in office constitute less than to fill a vacancy created by removal, shall require the consent of the holders of a majority of the whole Board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least 10% of the voting stock at the time outstanding shares entitled to vote thereon. A director may not be elected by written consent to fill a vacancy created by removal except by unanimous consent of all shares entitled having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office as aforesaid, which election shall be governed by the provisions of directorsSection 211 of the DGCL as far as applicable.

Resignation and Vacancies. Any director may resign effective at any time upon giving oral notice given in writing or written notice by electronic transmission to the Chairman Corporation. The resignation shall take effect at the time specified therein or upon the happening of an event specified therein, and if no time or event is specified, at the Board, the President, the Secretary time of its receipt. When one or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. If more directors so resigns and the resignation of a director is effective at a future timedate or upon the happening of an event to occur on a future date, the Board of Directors may elect a successor to take office when the resignation becomes effective. Vacancies on the Board of Directors may be filled by a majority of the remaining directors, or if the number of directors then in office is less than a quorum by (i) unanimous written consent of the directors then in office, (ii) including those who have so resigned, shall have power to fill such vacancy or vacancies, the affirmative vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as provided in Section 3.4. Unless otherwise provided in the Certificate of Incorporation or these bylaws, vacancies resulting from the death, resignation, disqualification, retirement or removal of any director, and newly created directorships resulting from any increase in the authorized number of directors shall be filled only by a majority of the directors then in office at office, even if less than a meeting held pursuant to notice or waivers of noticequorum, or (iii) by a sole remaining director; however. Notwithstanding the foregoing, if at any time that the voting restrictions set forth in Article V, Part A, Section 7 of the Certificate of Incorporation remain in effect, if a vacancy created by the removal of a director by the vote or written consent of the shareholders or by court order may be filled only by the affirmative vote of a majority of the shares represented and voting at a duly held meeting at which a quorum is present (which shares voting affirmatively also constitute at least a majority of the required quorum), or by the unanimous written consent of all shares entitled to vote thereon. Each director so elected shall hold office until the next annual meeting of the shareholders and until a successor has been elected and qualified, or until his or her death, resignation or removal. A vacancy or vacancies in on the Board of Directors shall be deemed to exist (i) in the event arises by reason of the death, removal or resignation or removal of any director, (ii) if the Board of Directors by resolution declares vacant the office of a director (x) who has been declared was not nominated by a stockholder of unsound mind by an order the Corporation pursuant to Section 2.2 or Section 2.3 of court or convicted the Stockholders Agreement, dated as of a felonythe effective date of the Certificate of Incorporation, among the Corporation and certain stockholders of the Corporation party thereto (iiias it may be amended from time to time, the “Stockholders Agreement”) if the authorized number of directors is increased, or (ivy) if pursuant to the shareholders failfirst sentence of Section 2.4(b) of the Stockholders Agreement, at then a committee of the Board shall be created consisting of all of the directors other than any meeting of shareholders at which directors designated by the SB Investor or the VF Investor (as defined in the Stockholders Agreement) and any director or directors are elected, to elect the full authorized number of directors to such vacancy shall be elected at that meeting. The shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors, but any such election by written consent, other than to fill a vacancy created by removal, shall require the consent of the holders of a majority vote of the outstanding shares entitled to vote thereon. A director may not be elected by written consent to fill a vacancy created by removal except by unanimous consent of all shares entitled to vote for the election of directorssuch committee.

Resignation and Vacancies. Any director may resign effective upon on giving oral or written notice to the Chairman chairman of the Boardboard, the Presidentpresident, the Secretary secretary or the Board board of Directorsdirectors, unless the notice specifies a later time for the effectiveness of such resignationthat resignation to become effective. If the resignation of a director is effective at a future time, the Board board of Directors directors (including such director whose resignation is to be effective at a later time) may elect a successor to take office when the resignation becomes effective. Vacancies on Prior to the Board Public Offering Date, vacancies in the board of Directors directors may be filled by a majority of the remaining directors, or even if the number of directors then in office is less than a quorum by (i) unanimous written consent of the directors then in office, (ii) the affirmative vote of a majority of the directors then in office at a meeting held pursuant to notice or waivers of noticequorum, or (iii) by a sole remaining director; however, a vacancy created by the removal of a director by the vote or written consent of the shareholders stockholders or by court order may be filled only by the affirmative vote of a majority of the shares represented and voting at a duly held meeting at which a quorum is present (which shares voting affirmatively also constitute at least a majority of the required quorum), or by the unanimous written consent of all shares entitled to vote thereon. Each director so elected shall hold office until the next annual meeting of the shareholders stockholders and until a successor has been elected and qualified. From and after the Public Offering Date, unless otherwise required by law or the Certificate of Incorporation, vacancies arising through death, resignation, removal, an increase in the number of directors or otherwise may be filled only by a majority of the directors then in office, though less than a quorum, or by a sole remaining director. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the class of directors in which the new directorship was created or the vacancy occurred and until such director's successor shall have been elected and qualified, or until his or her such director's earlier death, resignation or removal. A vacancy or vacancies No decrease in the Board of Directors shall be deemed to exist (i) in the event of the death, resignation or removal of any director, (ii) if the Board of Directors by resolution declares vacant the office of a director who has been declared of unsound mind by an order of court or convicted of a felony, (iii) if the authorized number of directors is increased, or (iv) if constituting the shareholders fail, at any meeting of shareholders at which any director or directors are elected, to elect the full authorized number board of directors to be elected at that meeting. The shareholders may elect a director or directors at shall shorten the term of any time to fill any vacancy or vacancies not filled by the directors, but any such election by written consent, other than to fill a vacancy created by removal, shall require the consent of the holders of a majority of the outstanding shares entitled to vote thereon. A director may not be elected by written consent to fill a vacancy created by removal except by unanimous consent of all shares entitled to vote for the election of directorsincumbent director.

Resignation and Vacancies. Any director may resign effective upon giving oral or written notice to the Chairman of the Board, the President, the Secretary or the Board of DirectorsBoard, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation of a director is effective at a future time, the Board of Directors may elect a successor to take office when the resignation becomes effective. Vacancies on the Board of Directors may be filled by a majority of the remaining directors, or if the number of directors then in office is less than a quorum by (ia) unanimous written consent of the directors then in office, (iib) the affirmative vote of a majority of the directors then in office at a meeting held pursuant to notice or waivers of notice, or (iiic) a sole remaining director; however, a vacancy created by the removal of a director by the vote or written consent of the shareholders or by court order may be filled only by the affirmative vote of a majority of the shares represented and voting at a duly held meeting at which a quorum is present (which shares voting affirmatively also constitute at least a majority of the required quorum), or by the unanimous written consent of all shares entitled to vote thereon. Each director so elected shall hold office until the next annual meeting of the shareholders and until a successor has been elected and qualified, or until his or her death, resignation or removal. A vacancy or vacancies in the Board of Directors shall be deemed to exist (ia) in the event of the death, resignation or removal of any director, (iib) if the Board of Directors by resolution declares vacant the office of a director who has been declared of unsound mind by an order of court or convicted of a felony, (iiic) if the authorized number of directors is increased, or (ivd) if the shareholders fail, at any meeting of shareholders at which any director or directors are elected, to elect the full authorized number of directors to be elected at that meeting. The shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors, but any such election by written consent, other than to fill a vacancy created by removal, shall require the consent of the holders of a majority of the outstanding shares entitled to vote thereon. A director may not be elected by written consent to fill a vacancy created by removal except by unanimous consent of all shares entitled to vote for the election of directors.

Resignation and Vacancies. Any director may resign effective at any time upon giving oral notice given in writing or written notice by electronic transmission to the Chairman of corporation. A resignation is effective when the Board, the President, the Secretary or the Board of Directors, resignation is delivered unless the notice resignation specifies a later time effective date or an effective date determined upon the happening of an event or events. A resignation which is conditioned upon the director failing to receive a specified vote for the effectiveness of such resignation. If the resignation of reelection as a director may provide that it is irrevocable. Unless otherwise provided in the certificate of incorporation or these bylaws, when one or more directors resign from the board of directors, effective at a future timedate, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the Board of Directors may elect a successor vote thereon to take office effect when the such resignation becomes or resignations shall become effective. Vacancies on Unless otherwise provided in the Board certificate of Directors incorporation or these bylaws, vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class may be filled by a majority of the remaining directors, or if the number of directors then in office is less than a quorum by (i) unanimous written consent of the directors then in office, (ii) although less than a quorum, or by a sole remaining director, and not by stockholders. If the affirmative vote of directors are divided into classes, a majority of person so elected by the directors then in office at a meeting held pursuant to notice or waivers of notice, or (iii) a sole remaining director; however, fill a vacancy or newly created by the removal of a director by the vote or written consent of the shareholders or by court order may be filled only by the affirmative vote of a majority of the shares represented and voting at a duly held meeting at which a quorum is present (which shares voting affirmatively also constitute at least a majority of the required quorum), or by the unanimous written consent of all shares entitled to vote thereon. Each director so elected directorship shall hold office until the next annual meeting election of the shareholders class for which such director shall have been chosen and until a successor has been elected and qualified, or until his or her deathsuccessor shall have been duly elected and qualified. If at any time, by reason of death or resignation or removal. A vacancy other cause, the corporation should have no directors in office, then any officer or vacancies any stockholder or an executor, administrator, trustee or guardian of a stockholder, or other fiduciary entrusted with like responsibility for the person or estate of a stockholder, may call a special meeting of stockholders in accordance with the Board of Directors shall be deemed to exist (i) in the event provisions of the death, resignation certificate of incorporation or removal of any director, (ii) if the Board of Directors by resolution declares vacant the office of a director who has been declared of unsound mind by an order of court or convicted of a felony, (iii) if the authorized number of directors is increasedthese bylaws, or (iv) if may apply to the shareholders failCourt of Chancery for a decree summarily ordering an election as provided in Section 211 of the DGCL. If, at any meeting the time of shareholders at which any director or directors are elected, to elect the full authorized number of directors to be elected at that meeting. The shareholders may elect a director or directors at any time to fill filling any vacancy or vacancies not filled by any newly created directorship, the directors, but any such election by written consent, other directors then in office constitute less than to fill a vacancy created by removal, shall require the consent of the holders of a majority of the whole board of directors (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least 10% of the voting stock at the time outstanding shares entitled to vote thereon. A director may not be elected by written consent to fill a vacancy created by removal except by unanimous consent of all shares entitled having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office as aforesaid, which election shall be governed by the provisions of directorsSection 211 of the DGCL as far as applicable.

Resignation and Vacancies. Any director may resign effective at any time upon giving oral notice given in writing or written notice by electronic transmission to the Chairman Corporation; provided, however, that if such notice is given by electronic transmission, such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the director. A resignation is effective when the resignation is delivered unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events. Unless otherwise specified in the Boardnotice of resignation, acceptance of such resignation shall not be necessary to make it effective. A resignation which is conditioned upon the Presidentdirector failing to receive a specified vote for reelection as a director may provide that it is irrevocable. Unless otherwise provided in the Certificate of Incorporation or these Bylaws, the Secretary when one or more directors resign from the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation of a director is effective at a future timedate, the Board of Directors may elect a successor to take office when the resignation becomes effective. Vacancies on the Board of Directors may be filled by a majority of the remaining directors, or if the number of directors then in office is less than a quorum by (i) unanimous written consent of the directors then in office, (ii) including those who have so resigned, shall have power to fill such vacancy or vacancies, the affirmative vote thereon to take effect when such resignation or resignations shall become effective. Unless otherwise provided in the Certificate of Incorporation or these Bylaws or if authorized by resolution of the Board of Directors, vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class shall be filled only by a majority of the directors then in office at office, although less than a meeting held pursuant to notice or waivers of noticequorum, or (iii) by a sole remaining director; however, and not by the stockholders. If the directors are divided into classes, a vacancy created person so elected by the removal of directors then in office to fill a director by the vote vacancy or written consent of the shareholders or by court order may be filled only by the affirmative vote of a majority of the shares represented and voting at a duly held meeting at which a quorum is present (which shares voting affirmatively also constitute at least a majority of the required quorum), or by the unanimous written consent of all shares entitled to vote thereon. Each director so elected newly created directorship shall hold office until the next annual meeting election of the shareholders class for which such director shall have been chosen and until a successor has been elected and qualified, or until his or her death, resignation or removalsuccessor shall have been duly elected and qualified. A vacancy or vacancies in the Board of Directors shall be deemed to exist (iSchedule 2.7(b) in the event of the death, resignation or removal of any director, (ii) if the Board of Directors by resolution declares vacant the office of a director who has been declared of unsound mind by an order of court or convicted of a felony, (iii) if the authorized number of directors is increased, or (iv) if the shareholders fail- 11 If, at any meeting the time of shareholders at which any director or directors are elected, to elect the full authorized number of directors to be elected at that meeting. The shareholders may elect a director or directors at any time to fill filling any vacancy or vacancies not filled by any newly created directorship, the directors, but any such election by written consent, other directors then in office constitute less than to fill a vacancy created by removal, shall require the consent of the holders of a majority of the whole Board of Directors (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least 10% of the voting power of the capital stock of the Corporation at the time outstanding shares entitled to vote thereon. A director may not be elected by written consent to fill a vacancy created by removal except by unanimous consent of all shares entitled having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office as aforesaid, which election shall be governed by the provisions of directorsSection 211 of the DGCL as far as applicable.