Resignation; Removal; Vacancies. Any Officer (subject to any contract rights available to the Company, if applicable) may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Board. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation. Any Officer may be removed as such, either with or without cause, by the Board in its discretion at any time or by the holders of the Required Interest in their discretion at any time; provided, however, that such removal shall be without prejudice to the contract rights, if any, of the individual so removed. Designation of an Officer shall not of itself create contract rights. Any vacancy occurring in any office of the Company may be filled by the Board and shall remain vacant until filled by the Board.
Resignation; Removal; Vacancies i. Any Designee may resign at any time upon written notice to the Board.
ii. Except as provided in this Section 3(c), and subject to the Charter, (A) ASL shall have the exclusive right to remove the ASL Designees from the Board, and the Company and the Voting Parties shall take all Necessary Action to cause the removal of any such ASL Designee at the written request of ASL and (B) ASL shall have the exclusive right, in accordance with Subsection 3(a)(ii), to designate directors for election to the Board to fill vacancies created by reason of expiration of term, death, removal or resignation of ASL Designees, and the Company and the Voting Parties shall take all Necessary Action to cause any such vacancies to be filled by replacement ASL Designees as promptly as reasonably practicable. Notwithstanding anything to the contrary in this paragraph, ASL shall not have the right to designate a replacement ASL Designee, and the Company and the Voting Parties 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 designated by ASL in excess of the number of directors that ASL is then entitled to designate for membership on the Board pursuant to this Agreement.
iii. Except as provided in this Section 3(c), and subject to the Charter, (A) the Sponsor shall have the exclusive right to remove the Sponsor Designees from the Board, and the Company and the Voting Parties shall take all Necessary Action to cause the removal of any such Sponsor Designee at the written request of the Sponsor and (B) the Sponsor shall have the exclusive right, in accordance with Subsection 3(a)(iii), to designate directors for election to the Board to fill vacancies created by reason of expiration of term, death, removal or resignation of Sponsor Designees, and the Company and the Voting Parties shall take all Necessary Action to cause any such vacancies to be filled by replacement Sponsor Designees as promptly as reasonably practicable. Notwithstanding anything to the contrary in this paragraph, the Sponsor shall not have the right to designate a replacement Sponsor Designee, and the Company and the Voting Parties 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 designated by the Spons...
Resignation; Removal; Vacancies. Any officer or agent may resign by delivering a written letter of resignation to the Senior Manager, the Secretary or to the Board of Managers which resignation shall not require acceptance and, unless otherwise specified in the letter of resignation, shall be effective upon receipt. The Board of Managers or the officer appointing the officer or agent may remove any officer or agent at any time without giving any reason for such removal and no officer or agent or shall be entitled to any damages by virtue of such officer’s removal from office or such position as agent. If any office becomes vacant, the position may be filled by the Board of Managers or in such other manner as the officer in question was appointed.
Resignation; Removal; Vacancies. Any officer may resign at any time by giving written notice to the Chairman of the Board, the Chief Executive Officer or the Secretary. Unless otherwise stated in a notice of resignation, it shall take effect when received by the officer to whom it is directed, without any need for its acceptance. The Board of Directors may remove any officer with or without cause at any time, but such removal shall be without prejudice to the contractual rights of such officer, if any, with the Corporation. A vacancy occurring in any office of the Corporation may be filled for the unexpired portion of the term thereof by the Board of Directors at any regular or special meeting.
Resignation; Removal; Vacancies. Any member of the Board designated pursuant to Sections 3(b)-(f) may resign at any time as provided in the bylaws of the Company. The parties hereto agree to not vote any Company Interests held by them to remove any member of the Board designated pursuant to Sections 3(b)-(f) except (i) at the direction of the Stockholder Designating Party who designated such member of the Board or (ii) upon the affirmative written vote or written consent of a majority of the remaining Directors upon death, disability, Permanent Incapacity or disqualification of such Director. The Stockholder Designating Party who designated the Director who resigned or who was so removed (or such Stockholder Designating Party’s successors or Permitted Transferees) shall, for so long as such Stockholder Designating Party (or such Stockholder Designating Party’s successors Permitted Transferees) is entitled to designate such nominee pursuant to such sections, have the exclusive right to designate a replacement director to fill the vacancy created by such resignation or removal, and the Board shall take all Necessary Actions to cause such individual to be appointed by the Board to fill the vacancy resulting from such removal or resignation.
Resignation; Removal; Vacancies. Any Board officer or executive officer of the Corporation may resign at any time by giving written notice to the Chairman of the Board, the Chief Executive Officer or the Secretary. Unless otherwise stated in a notice of resignation, it shall take effect when received by the Board officer or executive officer to whom it is directed, without any need for its acceptance. Any resignation is without prejudice to the rights, if any, of the Corporation under any contract to which such officer is a party. Subject to the provisions of Article X, the Board of Directors may remove any Board officer or executive officer with or without cause at any time by an affirmative vote of the majority of the Board of Directors, but such removal shall be without prejudice to the contractual rights, if any, of such officer with the Corporation. Subject to the provisions of Article X, a vacancy occurring in any Board or executive office of the Corporation may be filled for the unexpired portion of the term thereof by the Board of Directors at any regular or special meeting.
Resignation; Removal; Vacancies. A Representative may resign as such by delivering written notice to that effect to the Members Committee at least thirty (30) days prior to the effective date of such resignation. A Representative may be removed at any time and for any reason by the Designating Member of such Representative. In the event a vacancy on the Members Committee occurs as a result of the death, disability, resignation, removal or otherwise of a Representative, such vacancy shall be filled by the Designating Member of such Representative. The Designating Member shall provide written notice to the other Member at any time that a Representative of such Designating Member is removed or replaced.
Resignation; Removal; Vacancies. 2.4.1 Any director may resign at any time upon written notice to the Board.
2.4.2 (A) H.I.G. shall have the exclusive right to remove one or more of the H.I.G. Designees from the Board, and the Company shall take all Necessary Action to cause the removal of any such H.I.G. Designee(s) at the written request of H.I.G. and (B) H.I.G. shall have the exclusive right, in accordance with Subsection 2.2.2, to nominate a director for election to the Board to fill the vacancy created by reason of death, removal or resignation of a H.I.G. Designee, and the Company shall take all Necessary Action to cause any such vacancy to be filled by the replacement H.I.G. Designee nominated by H.I.G. as promptly as reasonably practicable.
2.4.3 (A) Sponsor shall have the exclusive right to remove the Sponsor Designee from the Board, and the Company shall take all Necessary Action to cause the removal of any such Sponsor Designee at the written request of Sponsor and (B) Sponsor shall have the exclusive right, in accordance with Subsection 2.2.3, to nominate a director for election to the Board to fill the vacancy created by reason of death, removal or resignation of the Sponsor Designee, and the Company shall take all Necessary Action to cause any such vacancy to be filled by a replacement Sponsor Designee nominated by Sponsor as promptly as reasonably practicable.
2.4.4 If at any time a Person serving as the CEO Director ceases to be the Chief Executive Officer of the Company, the Company shall take all Necessary Action to cause the removal of such Person as the CEO Director and, at such time as a succeeding Chief Executive Officer is appointed by the Board, the appointment or election of such Person as the CEO Director.
Resignation; Removal; Vacancies. Subject to clause (B) in the proviso to Section 9.06(c), each Officer shall hold office until his or her successor is appointed by the WME Directors or until his or her earlier (i) displacement from office by removal by the WME Directors (or their designee) or (ii) death, disability, retirement, expulsion or withdrawal from the Company for any reason. If the office of any Officer becomes vacant for any reason, the vacancy may be filled by the WME Directors (or their designee).
Resignation; Removal; Vacancies. 3.3.1 Any director may resign at any time upon written notice to the Board.
3.3.2 (A) the Sponsor shall have the exclusive right to remove the Sponsor Designee from the Board and (B) the Sponsor shall have the exclusive right, in accordance with Subsection 3.2.1, to designate a director for election to the Board to fill the vacancy created by reason of death, removal or resignation of the Sponsor Designee, and the Company and the Stockholders shall take all Necessary Action to cause any such vacancy to be filled by a replacement Sponsor Designee as promptly as reasonably practicable.
3.3.3 (A) the Sponsor and Xxxxx Xxxxxxx shall have the exclusive right to remove the Mutual Designees from the Board, and the Company and the Stockholders shall take all Necessary Action to cause the removal of any such Mutual Designee at the written request of the Sponsor and Xxxxx Xxxxxxx and (B) the Company and Xxxxx Xxxxxxx shall have the exclusive right, in accordance with Subsection 3.2.2, to designate a director for election to the Board to fill the vacancy created by reason of death, removal or resignation of any Mutual Designee, and the Company shall take all Necessary Action to cause any such vacancy to be filled by a replacement Mutual Designee as promptly as reasonably practicable.
