Resignation and Vacancies. Any director may resign at any time upon notice given in writing or by electronic transmission to the 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 time of its receipt. When one or more directors so resigns and the resignation is effective at a future date or upon the happening of an event to occur on a future date, 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, and each director so chosen shall hold office as provided in Section 3.3. Unless otherwise provided in the Certificate of Incorporation or these bylaws, vacancies resulting from the death, resignation, disqualification 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, although less than a quorum, or by a sole remaining director.
Appears in 9 contracts
Samples: Business Combination Agreement (Golden Arrow Merger Corp.), Merger Agreement (RMG Acquisition Corp. III), Business Combination Agreement (Priveterra Acquisition Corp.)
Resignation and Vacancies. Any director may resign at any time upon notice given in writing or by electronic transmission to the 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 time of its receipt. When one or more directors so resigns and the resignation is effective at a future date or upon the happening of an event to occur on a future date, a majority of the directors then in office, including those who have so resignedresigned but whose resignations have not yet become effective, shall have the power to fill such vacancy or vacancies, the 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 3.3. Unless otherwise provided this section in the Certificate filling of Incorporation or these bylaws, vacancies resulting from the death, resignation, disqualification or removal of any director, other vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors shall be filled only by a majority in the manner provided in the Certificate of the directors then in office, although less than a quorum, or by a sole remaining directorIncorporation and applicable law.
Appears in 6 contracts
Samples: Business Combination Agreement (ESGEN Acquisition Corp), Business Combination Agreement (ESGEN Acquisition Corp), Agreement and Plan of Merger (FAST Acquisition Corp. II)
Resignation and Vacancies. Any director may resign at any time upon notice given in writing or by electronic transmission to the 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 time of its receipt. When one or more directors so resigns and the resignation is effective at a future date or upon the happening of an event to occur on a future date, 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, and each director so chosen shall hold office as provided in Section 3.3. Unless otherwise provided in the Certificate of Incorporation or these bylawsBylaws, vacancies resulting from the death, resignation, disqualification 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, although less than a quorum, or by a sole remaining director.
Appears in 3 contracts
Samples: Merger Agreement (CSLM Acquisition Corp.), Business Combination Agreement (Insight Acquisition Corp. /DE), Merger Agreement (BYTE Acquisition Corp.)
Resignation and Vacancies. (a) Any director may resign at any time upon notice given in writing or by electronic transmission to the 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 time of its receipt. When one or more directors so resigns and the resignation is effective at a future date or upon the happening of an event to occur on a future date, 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, and each director so chosen shall hold office as provided in Section 3.3. .
(b) Unless otherwise provided in the Certificate of Incorporation or these bylaws, vacancies resulting from the death, resignation, disqualification 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, although less than a quorum, or by a sole remaining director.
Appears in 2 contracts
Samples: Merger Agreement (SVF Investment Corp. 3), Merger Agreement (Fifth Wall Acquisition Corp. I)
Resignation and Vacancies. Any director may resign at any time upon notice given in writing or by electronic transmission to the CorporationBoard or to the chairperson of the Board. 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 time of its receipt. When one or more directors so resigns and the resignation is effective at a future date or upon the happening of an event to occur on a future date, a majority of the directors then in office, including those who have so resignedresigned but whose resignations have not yet become effective, shall have the power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as provided in this Section 3.3. Unless otherwise provided 3.4 in the Certificate filling of Incorporation or these bylaws, vacancies resulting from the death, resignation, disqualification or removal of any director, other vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors shall be filled only by a majority in the manner provided in the Certificate of the directors then in office, although less than a quorum, or by a sole remaining directorIncorporation and applicable law.
Appears in 2 contracts
Samples: Business Combination Agreement (Rosecliff Acquisition Corp I), Business Combination Agreement (Rosecliff Acquisition Corp I)
Resignation and Vacancies. Any director may resign at any time upon notice given in writing or by electronic transmission to the 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 time of its receipt. When one or more directors so resigns and the resignation is effective at a future date or upon the happening of an event to occur on a future date, except as otherwise provided for in the Certificate of Incorporation or the Governance Agreement, 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, and each director so chosen shall hold office as provided in Section 3.3. Unless otherwise provided this section in the Certificate filling of Incorporation or these bylaws, vacancies resulting from the death, resignation, disqualification or removal of any director, other vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors shall be filled only by a majority in accordance with the Certificate of Incorporation and the directors then in office, although less than a quorum, or by a sole remaining directorGovernance Agreement.
Appears in 2 contracts
Samples: Transaction Agreement (Endeavor Group Holdings, Inc.), Transaction Agreement (World Wrestling Entertainmentinc)
Resignation and Vacancies. Any director may resign at any time upon notice given in writing or by electronic transmission to the 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 time of its receipt. When one or more directors so resigns and the resignation is effective at a future date or upon the happening of an event to occur on a future date, 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, and each director so chosen shall hold office as provided in Section 3.3. Unless otherwise provided in the Certificate of Incorporation or these bylaws, vacancies resulting from the death, resignation, disqualification or removal of any director, and newly created directorships resulting from any increase in the authorized number of directors shall be filled only (i) following the Sunset Date, by the affirmative vote of a majority of the directors then in office, although less than a quorum, or by a sole remaining directordirector and, (ii) until the Sunset Date, only by the affirmative vote of the holders of at least a majority of the voting power of all of the then outstanding shares of voting stock of the Corporation entitled to vote at an election of directors.
Appears in 1 contract
Samples: Business Combination Agreement (Switchback II Corp)
Resignation and Vacancies. Any director may resign at any time upon notice given in writing or by electronic transmission to the 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 time of its receipt. When one or more directors so resigns and the resignation is effective at a future date or upon the happening of an event to occur on a future date, 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, and each director so chosen shall hold office as provided in Section 3.3. Unless otherwise provided in the Certificate of Incorporation or these bylaws, vacancies resulting from the death, resignation, disqualification or removal of any director, and newly created directorships resulting from any increase in the authorized number of directors shall, unless the Board determines by resolution that any such vacancies or newly created directorships shall be filled by the stockholders and except as otherwise provided by applicable law, be filled only by a majority of the directors then in office, although less than a quorum, or by a sole remaining director.
Appears in 1 contract
Samples: Business Combination Agreement (HH&L Acquisition Co.)
Resignation and Vacancies. Any director may resign at any time upon notice given in writing or by electronic transmission to the Board, the Chairperson or the Secretary of the 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 time of its receipt. When Subject to the Stockholders Agreement, when one or more directors so resigns and the resignation is effective at a future date or upon the happening of an event to occur on a future date, 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, and each director so chosen shall hold office as provided in Section 3.33.03. Unless Subject to the Stockholders Agreement, and unless otherwise provided in the Certificate of Incorporation or these bylaws, vacancies resulting from the death, resignation, disqualification 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, although less than a quorum, or by a sole remaining director.
Appears in 1 contract
Samples: Business Combination Agreement (Isos Acquisition Corp.)
Resignation and Vacancies. Any Except as provided in the Nomination Agreement, any director may resign at any time upon notice given in writing or by electronic transmission to the 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 time of its receipt. When one or more directors so resigns and the resignation is effective at a future date or upon the happening of an event to occur on a future date, a majority of the directors then in office, including those who have so resignedresigned but whose resignations have not yet become effective, shall have the power to fill such vacancy or vacancies, the 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 3.3. Unless otherwise provided this section in the Certificate filling of Incorporation or these bylaws, vacancies resulting from the death, resignation, disqualification or removal of any director, other vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors shall be filled only by a majority in the manner provided in the Certificate of the directors then in office, although less than a quorum, or by a sole remaining directorIncorporation and applicable law.
Appears in 1 contract
Resignation and Vacancies. Any director may resign at any time upon notice given in writing or by electronic transmission to the 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 time of its receipt. When one or more directors so resigns and the resignation is effective at a future date or upon the happening of an event to occur on a future date, a majority of the directors then in office, including those who have so resignedresigned but whose resignations have not yet become effective, shall have power to fill such vacancy or vacancies, the 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 3.3. Unless otherwise provided this section in the Certificate filling of Incorporation or these bylaws, vacancies resulting from the death, resignation, disqualification or removal of any director, other vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors shall be filled only by a majority in the manner provided in the Certificate of the directors then in office, although less than a quorum, or by a sole remaining directorIncorporation and applicable law.
Appears in 1 contract
Samples: Business Combination Agreement (Ivanhoe Capital Acquisition Corp.)
Resignation and Vacancies. Any director may resign at any time upon notice given in writing or by electronic transmission to the 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 time of its receipt. When one or more directors so resigns and the resignation is effective at a future date or upon the happening of an event to occur on a future date, 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, and each director so chosen shall hold office as provided in Section 3.33.4. Unless otherwise provided in the Certificate of Incorporation or these bylaws, vacancies resulting from the death, resignation, disqualification 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, although even if less than a quorum, or by a sole remaining director.
Appears in 1 contract
Samples: Merger Agreement (Welsbach Technology Metals Acquisition Corp.)
Resignation and Vacancies. Any director may resign at any time upon written notice given in writing or by electronic transmission to the chairman of the Board, with a copy to the secretary of the Corporation. The resignation shall take effect at Subject to the time specified therein rights of the holders of any series of Preferred Stock of the Corporation then outstanding and unless the Board otherwise determines, newly created directorships resulting from any increase in the authorized number of directors, or upon any vacancies on the happening Board resulting from the death, resignation, retirement, disqualification, removal fromoffice or other cause shall, unless otherwise required by law, be filled by the affirmative vote of an event specified thereina majority of the remaining directors then in office, and if no time even though less than a quorum of the Board, or event is specified, at the time of its receiptby a sole remaining director. When one or more directors so resigns and the resignation is effective at a future date or upon the happening of an event to occur on a future date, 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, and each director so chosen shall hold office as provided in Section 3.3. Unless otherwise provided this section in the Certificate filling of Incorporation or these bylaws, vacancies resulting from the death, resignation, disqualification 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, although less than a quorum, or by a sole remaining directorother vacancies.
Appears in 1 contract
Resignation and Vacancies. Any director may resign at any time upon notice given in writing or by electronic transmission to the 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 time of its receipt. When one or more directors so resigns and the resignation is effective at a future date or upon the happening of an event to occur on a future date, 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, and each director so chosen shall hold office as provided in Section 3.3the Certificate of Incorporation. Unless otherwise provided in the Certificate of Incorporation or these bylaws, vacancies resulting from the death, resignation, disqualification 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 as set forth in the Certificate of the directors then in office, although less than a quorum, or by a sole remaining directorIncorporation.
Appears in 1 contract
Resignation and Vacancies. (a) Any director Director may resign at any time upon notice given in writing or by electronic transmission to the Corporation. The resignation shall take effect at the time specified therein in such writing or electronic transmission or upon the happening of an event specified thereinin such notice or electronic transmission, and if no time or event is specified, at the time of its receipt. When one or more directors Directors so resigns and the resignation is effective at a future date or upon the happening of an event to occur on a future date, a majority of the directors Directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, . The appointment of the vote thereon to newly elected directors shall take effect when such upon the resignation or resignations shall become effective, of such resigning Directors and each director Director so chosen shall hold office as provided in Section 3.3. 3.03.
(b) Unless otherwise provided in the Certificate of Incorporation or these bylawsBy-laws, vacancies resulting from the death, resignation, disqualification or removal of any directorDirector, and newly created directorships resulting from any increase in the authorized number of directors Directors shall be filled only by a majority of the directors Directors then in office, although less than a quorum, or by a sole remaining directorDirector.
Appears in 1 contract
Samples: Business Combination Agreement (Learn CW Investment Corp)
Resignation and Vacancies. (a) Any director Director may resign at any time upon notice given in writing or by electronic transmission to the 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 time of its receipt. When one or more directors Directors so resigns and the resignation is effective at a future date or upon the happening of an event to occur on a future date, a majority of the directors 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, and each director Director so chosen shall hold office as provided in Section 3.3. 3.03.
(b) Unless otherwise provided in the Certificate of Incorporation or these bylawsBylaws, vacancies resulting from the death, resignation, disqualification or removal of any directorDirector, and newly created directorships resulting from any increase in the authorized number of directors Directors shall be filled only by a majority of the directors Directors then in office, although less than a quorum, or by a sole remaining directorDirector.
Appears in 1 contract
Samples: Business Combination Agreement (Inflection Point Acquisition Corp.)