Common use of Resignation; Removal; Vacancies Clause in Contracts

Resignation; Removal; Vacancies. (i) Any Topco Designee or Horizon Designee may resign at any time upon written notice to the Board. (A) The Topco Equityholders shall have the exclusive right to remove one or more of the Topco Designees from the Board, and the Company and the Voting Parties shall take all Necessary Action to cause the removal of any such Topco Designee(s) at the written request of the Topco Equityholders and (B) the Topco Equityholders shall have the exclusive right, in accordance with Section 3(a), to designate directors for election to the Board to fill any vacancies created by reason of death, removal or resignation of the Topco Designees, and the Company and the Voting Parties shall take all Necessary Action to cause any such vacancies to be filled by replacement Topco Designees as promptly as reasonably practicable. (iii) (A) The Horizon Equityholders shall have the exclusive right to remove the Horizon Designee from the Board, and the Company and the Voting Parties shall take all Necessary Action to cause the removal the Horizon Designee at the written request of the Horizon Equityholders and (B) the Horizon Equityholders shall have the exclusive right, in accordance with Section 3(a), to designate a director for election to the Board to fill any vacancy created by reason of death, removal or resignation of the Horizon Designee, and the Company and the Voting Parties shall take all Necessary Action to cause any such vacancy to be filled by a replacement Horizon Designee as promptly as reasonably practicable.

Resignation; Removal; Vacancies. (i) i. Any Topco Designee or Horizon 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) The Topco Equityholders ASL shall have the exclusive right to remove one or more of the Topco ASL Designees from the Board, and the Company and the Voting Parties shall take all Necessary Action to cause the removal of any such Topco Designee(s) ASL Designee at the written request of the Topco Equityholders ASL and (B) the Topco Equityholders ASL shall have the exclusive right, in accordance with Section 3(aSubsection 3(a)(ii), to designate directors for election to the Board to fill any vacancies created by reason of expiration of term, death, removal or resignation of the Topco ASL Designees, and the Company and the Voting Parties shall take all Necessary Action to cause any such vacancies to be filled by replacement Topco 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 Horizon Equityholders the Sponsor shall have the exclusive right to remove the Horizon Designee Sponsor Designees from the Board, and the Company and the Voting Parties shall take all Necessary Action to cause the removal the Horizon of any such Sponsor Designee at the written request of the Horizon Equityholders Sponsor and (B) the Horizon Equityholders Sponsor shall have the exclusive right, in accordance with Section 3(aSubsection 3(a)(iii), to designate a director directors for election to the Board to fill any vacancy vacancies created by reason of expiration of term, death, removal or resignation of the Horizon DesigneeSponsor 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 Sponsor in excess of the number of directors that the Sponsor is then entitled to designate for membership on the Board pursuant to this Agreement, or who is not an Independent Director. iv. If at any time, a director has violated or otherwise failed to comply with the Charter, by-laws, governance guidelines or other corporate governance documents of the Company, then, by a majority vote of all other directors (excluding, in the case of an ASL Designee, the other ASL Designee and, in the case of a Sponsor Designee, the other Sponsor Designee), a director may be removed from the Board (notwithstanding clauses ii or iii) above, and in the case of such removal, either ASL or the Sponsor (as the case may be) shall be entitled to designate a replacement Horizon Designee nominee for service on the Board. v. Any replacement designee shall be of the same class of directors as promptly as reasonably practicablethe individual that he/she is replacing.

Resignation; Removal; Vacancies. (i) i. Any Topco Designee or Horizon Designee director may resign at any time upon written notice to the Board. (A) The Topco Equityholders XX Xxxxxx shall have the exclusive right to remove one or more of the Topco VG Designees from the Board, and the Company and the Voting Parties shall take all Necessary Action to cause the removal of any such Topco VG Designee(s) at the written request of the Topco Equityholders XX Xxxxxx and (B) the Topco Equityholders XX Xxxxxx shall have the exclusive right, in accordance with Section 3(aSubsection 3(a)(i), to designate directors for election to the Board to fill any vacancies created by reason of death, removal or resignation of the Topco VG Designees, and the Company and the Voting Parties shall take all Necessary Action to cause any such vacancies to be filled by replacement Topco VG Designees as promptly as reasonably practicable. Notwithstanding anything to the contrary in this Subsection 3(c)(ii), XX Xxxxxx shall not have the right to designate a replacement VG 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 VG Designee, to the extent that election or appointment of such VG Designee to the Board would result in a number of directors designated by XX Xxxxxx in excess of the number of directors that XX Xxxxxx is then entitled to designate for membership on the Board pursuant to this Agreement. (iii) (A) The Horizon Equityholders XX Xxxxxx shall have the exclusive right to remove one or more of the Horizon Designee CP Designees from the Board, and the Company and the Voting Parties shall take all Necessary Action to cause the removal the Horizon Designee of any such CP Designee(s) at the written request of the Horizon Equityholders XX Xxxxxx and (B) the Horizon Equityholders XX Xxxxxx shall have the exclusive right, in accordance with Section 3(aSubsection 3(a)(ii), to designate a director directors for election to the Board to fill any vacancy vacancies created by reason of death, removal or resignation of the Horizon DesigneeCP Designees, and the Company and the Voting Parties shall take all Necessary Action to cause any such vacancies to be filled by replacement CP Designees as promptly as reasonably practicable. Notwithstanding anything to the contrary in this Subsection 3(c)(iii), the XX Xxxxxx shall not have the right to designate a replacement CP 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 CP Designee, to the extent that election or appointment of such CP Designee to the Board would result in a replacement Horizon Designee number of directors designated by XX Xxxxxx in excess of the number of directors that XX Xxxxxx is then entitled to designate for membership on the Board pursuant to this Agreement. (A) Until the earlier of the Sunset Date and the expiration of the Lock-Up Period, XX Xxxxxx shall take no action to cause the removal of one or more of the Other Designees and (B) until the Sunset Date, XX Xxxxxx must consult and discuss with the other directors of the Company before undertaking any action to cause the removal of one or more of the Other Designees. v. If at any time a Person serving as promptly the CEO Director ceases to be the Chief Executive Officer of the Company, the Company and each Voting Party shall take all Necessary Action to cause the removal of such Person as reasonably practicablethe 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. (i) i. Any Topco Designee or Horizon Designee director may resign at any time upon written notice to the Board. (A) The Topco Equityholders the SBE Stockholder shall have the exclusive right to remove one or more of the Topco Designees SBE Designee from the BoardBoard for a reason other than for cause, and the Company and the Voting Parties shall take all Necessary Action to cause the removal of any such Topco Designee(s) SBE Designee at the written request of the Topco Equityholders SBE Stockholder and (B) the Topco Equityholders SBE Stockholder shall have the exclusive right, in accordance with Section 3(a)Subsection 3.a.i, to designate directors a director for election to the Board to fill any vacancies a vacancy created by reason of death, removal removal, disqualification or resignation of the Topco DesigneesSBE Designee, and the Company and the Voting Parties shall take all Necessary Action to cause any such vacancies to be filled by a replacement Topco Designees SBE Designee as promptly as reasonably practicable. Notwithstanding anything to the contrary in this Subsection 3.c.ii, the SBE Stockholder shall not have the right to designate a replacement SBE Designee, and the Company and the Parties shall not be required to take any action to cause any vacancy to be filled by any such SBE Designee, to the extent the SBE Stockholder is no longer entitled to designate a nominee for membership on the Board pursuant to Subsection 3.a.i of this Agreement. (iii) (A) The Horizon Equityholders XXX Stockholder shall have the exclusive right to remove the Horizon XXX Designee from the BoardBoard for a reason other than for cause, and the Company and the Voting Parties shall take all Necessary Action to cause the removal the Horizon of any such XXX Designee at the written request of the Horizon Equityholders XXX Stockholder and (B) the Horizon Equityholders XXX Stockholder shall have the exclusive right, in accordance with Section 3(a)Subsection 3.a.ii, to designate a director for election to the Board to fill any a vacancy created by reason of death, removal removal, disqualification or resignation of the Horizon XXX Designee, and the Company and the Voting Parties shall take all Necessary Action to cause any such vacancy vacancies to be filled by a replacement Horizon XXX Designee as promptly as reasonably practicable. Notwithstanding anything to the contrary in this Subsection 3.c.iii, the XXX Stockholder shall not have the right to designate a replacement XXX Designee, and the Company and the Parties shall not be required to take any action to cause any vacancy to be filled by any such XXX Designee, to the extent the XXX Stockholder is no longer entitled to designate a nominee for membership on the Board pursuant to Subsection 3.a.ii of this Agreement.

Resignation; Removal; Vacancies. (i) 3.4.1 Any Topco Designee or Horizon Designee director may resign at any time upon written notice to the Board. 3.4.2 (A) The Topco Equityholders RMG Sponsor shall have the exclusive right to remove one or more of the Topco RMG Sponsor Designees from the Board, and the Company and the Voting Parties shall take all Necessary Action to cause the removal of any such Topco RMG Sponsor Designee(s) at the written request of RMG 2 This minimum number of shares of Common Stock that BorgWarner must continue to own will equate to 5% of the Topco Equityholders total issued and outstanding shares of Common Stock on the Closing Date. ​ ​ ​ Sponsor and (B) the Topco Equityholders RMG Sponsor shall have the exclusive right, in accordance with Section 3(a), to designate directors for election to the Board to fill any vacancies created by reason of death, removal or resignation of the Topco Designees, and the Company and the Voting Parties shall take all Necessary Action to cause any such vacancies to be filled by replacement Topco Designees as promptly as reasonably practicable. (iii) (A) The Horizon Equityholders shall have the exclusive right to remove the Horizon Designee from the Board, and the Company and the Voting Parties shall take all Necessary Action to cause the removal the Horizon Designee at the written request of the Horizon Equityholders and (B) the Horizon Equityholders shall have the exclusive right, in accordance with Section 3(a)Subsection 3.2.2, to designate a director for election to the Board to fill any the vacancy created by reason of death, removal or resignation of the Horizon a RMG Sponsor Designee, and the Company and the Voting Parties shall take all Necessary Action to cause any such vacancy to be filled by a replacement Horizon RMG Sponsor Designee as promptly as reasonably practicable. 3.4.3 (A) Former Romeo Stockholders that Beneficially Own a majority of the shares of Common Stock held by all Former Romeo Stockholders shall have the exclusive right to remove one or more of the Romeo Designees from the Board, and the Company shall take all Necessary Action to cause the removal of any such Romeo Designee(s) at the written request of such Former Romeo Stockholders and (B) Former Romeo Stockholders that Beneficially Own a majority of the shares of Common Stock held by all Former Romeo Stockholders shall have the exclusive right, in accordance with Section 3.2.3, to designate directors for election to the Board to fill vacancies created by reason of death, removal or resignation of Romeo Designees, and the Company shall take all Necessary Action to cause any such vacancies to be filled by replacement Romeo Designees as promptly as reasonably practicable. 3.4.4 (A) BorgWarner shall have the exclusive right to remove the BorgWarner Designee from the Board, and the Company shall take all Necessary Action to cause the removal of any such BorgWarner Designee at the written request of BorgWarner and (B) BorgWarner shall have the exclusive right, in accordance with Subsection 3.2.4, to designate a director for election to the Board to fill the vacancy created by reason of death, removal or resignation of the BorgWarner Designee, and the Company shall take all Necessary Action to cause any such vacancy to be filled by a replacement BorgWarner Designee as promptly as reasonably practicable. 3.4.5 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. (i) Any Topco Designee or Horizon Designee may resign at any time upon written notice to the Board. (ii) (A) The Topco Equityholders shall have the exclusive right to remove one or more of the Topco Designees from the Board, and the Company and the Voting Parties shall take all Necessary Action to cause the removal of any such Topco Designee(s) at the written request of the Topco Equityholders and (B) the Topco Equityholders shall have the exclusive right, in accordance with Section 3(a), to designate directors for election to the Board to fill any vacancies created by reason of death, removal or resignation of the Topco Designees, and the Company and the Voting Parties shall take all Necessary Action to cause any such vacancies to be filled by replacement Topco Designees as promptly as reasonably practicable. (iii) (A) The Horizon Equityholders shall have the exclusive right to remove the Horizon Designee from the Board, and the Company and the Voting Parties shall take all Necessary Action to cause the removal the Horizon Designee at the written request of the Horizon Equityholders and (B) the Horizon Equityholders shall have the exclusive right, in accordance with Section 3(a), to designate a director for election to the Board to fill any vacancy created by reason of death, removal or resignation of the Horizon Designee, and the Company and the Voting Parties shall take all Necessary Action to cause any such vacancy to be filled by a replacement Horizon Designee as promptly as reasonably practicable.

Resignation; Removal; Vacancies. (i) i. Any Topco Designee or Horizon Designee may resign at any time upon written notice to the Board. (A) The Topco Equityholders XX Xxxxxx shall have the exclusive right to remove one or more of the Topco VG Designees from the Board, and the Company and the Voting Parties shall take all Necessary Action to cause the removal of any such Topco VG Designee(s) at the written request of the Topco Equityholders XX Xxxxxx and (B) the Topco Equityholders XX Xxxxxx shall have the exclusive right, in accordance with Section 3(aSubsection 3(a)(i), to designate directors for election to the Board to fill any vacancies created by reason of death, removal or resignation of the Topco VG Designees, and the Company and the Voting Parties shall take all Necessary Action to cause any such vacancies to be filled by replacement Topco VG Designees as promptly as reasonably practicable. Notwithstanding anything to the contrary in this Subsection 3(c)(ii), XX Xxxxxx shall not have the right to designate a replacement VG 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 VG Designee, to the extent that election or appointment of such VG Designee to the Board would result in a number of directors designated by XX Xxxxxx in excess of the number of directors that XX Xxxxxx is then entitled to designate for membership on the Board pursuant to this Agreement. (iii) (A) The Horizon Equityholders XX Xxxxxx shall have the exclusive right to remove one or more of the Horizon Designee CP Designees from the Board, and the Company and the Voting Parties shall take all Necessary Action to cause the removal the Horizon Designee of any such CP Designee(s) at the written request of the Horizon Equityholders XX Xxxxxx and (B) the Horizon Equityholders XX Xxxxxx shall have the exclusive right, in accordance with Section 3(aSubsection 3(a)(ii), to designate a director directors for election to the Board to fill any vacancy vacancies created by reason of death, removal or resignation of the Horizon DesigneeCP Designees, and the Company and the Voting Parties shall take all Necessary Action to cause any such vacancies to be filled by replacement CP Designees as promptly as reasonably practicable. Notwithstanding anything to the contrary in this Subsection 3(c)(iii), the XX Xxxxxx shall not have the right to designate a replacement CP 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 CP Designee, to the extent that election or appointment of such CP Designee to the Board would result in a replacement Horizon Designee as promptly as reasonably practicablenumber of directors designated by XX Xxxxxx in excess of the number of directors that XX Xxxxxx is then entitled to designate for membership on the Board pursuant to this Agreement. (A) Until the earlier of the Sunset Date and the expiration of the Lock-Up Period, XX Xxxxxx shall take no action to cause the removal of one or more of the Other Designees and (B) until the Sunset Date, XX Xxxxxx must consult and discuss with the other directors of the Company before undertaking any action to cause the removal of one or more of the Other Designees.

Resignation; Removal; Vacancies. (i) 3.4.1 Any Topco Designee or Horizon Designee director may resign at any time upon written notice to the Board. 3.4.2 (A) The Topco Equityholders RMG Sponsor shall have the exclusive right to remove one or more of the Topco RMG Sponsor Designees from the Board, and the Company and the Voting Parties shall take all Necessary Action to cause the removal of any such Topco RMG Sponsor Designee(s) at the written request of RMG 2 This minimum number of shares of Common Stock that BorgWarner must continue to own will equate to 5% of the Topco Equityholders total issued and outstanding shares of Common Stock on the Closing Date. ​ ​ Sponsor and (B) the Topco Equityholders RMG Sponsor shall have the exclusive right, in accordance with Section 3(a), to designate directors for election to the Board to fill any vacancies created by reason of death, removal or resignation of the Topco Designees, and the Company and the Voting Parties shall take all Necessary Action to cause any such vacancies to be filled by replacement Topco Designees as promptly as reasonably practicable. (iii) (A) The Horizon Equityholders shall have the exclusive right to remove the Horizon Designee from the Board, and the Company and the Voting Parties shall take all Necessary Action to cause the removal the Horizon Designee at the written request of the Horizon Equityholders and (B) the Horizon Equityholders shall have the exclusive right, in accordance with Section 3(a)Subsection 3.2.2, to designate a director for election to the Board to fill any the vacancy created by reason of death, removal or resignation of the Horizon a RMG Sponsor Designee, and the Company and the Voting Parties shall take all Necessary Action to cause any such vacancy to be filled by a replacement Horizon RMG Sponsor Designee as promptly as reasonably practicable. 3.4.3 (A) Former Romeo Stockholders that Beneficially Own a majority of the shares of Common Stock held by all Former Romeo Stockholders shall have the exclusive right to remove one or more of the Romeo Designees from the Board, and the Company shall take all Necessary Action to cause the removal of any such Romeo Designee(s) at the written request of such Former Romeo Stockholders and (B) Former Romeo Stockholders that Beneficially Own a majority of the shares of Common Stock held by all Former Romeo Stockholders shall have the exclusive right, in accordance with Section 3.2.3, to designate directors for election to the Board to fill vacancies created by reason of death, removal or resignation of Romeo Designees, and the Company shall take all Necessary Action to cause any such vacancies to be filled by replacement Romeo Designees as promptly as reasonably practicable. 3.4.4 (A) BorgWarner shall have the exclusive right to remove the BorgWarner Designee from the Board, and the Company shall take all Necessary Action to cause the removal of any such BorgWarner Designee at the written request of BorgWarner and (B) BorgWarner shall have the exclusive right, in accordance with Subsection 3.2.4, to designate a director for election to the Board to fill the vacancy created by reason of death, removal or resignation of the BorgWarner Designee, and the Company shall take all Necessary Action to cause any such vacancy to be filled by a replacement BorgWarner Designee as promptly as reasonably practicable. 3.4.5 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. (i) i. Any Topco Designee or Horizon Designee director may resign at any time upon written notice to the Board. (A) The Topco Equityholders the Xxxxxx Stockholder shall have the exclusive right to remove one or more of the Topco Sentinel Designees from the BoardBoard for a reason other than for cause, and the Company and the Voting Parties shall take all Necessary Action to cause the removal of any such Topco Sentinel Designee(s) at the written request of the Topco Equityholders Xxxxxx Stockholder and (B) the Topco Equityholders Xxxxxx Stockholder shall have the exclusive right, in accordance with Section 3(a)Subsection 3.a.i, to designate directors for election to the Board to fill any vacancies created by reason of death, removal removal, disqualification or resignation of the Topco Sentinel Designees, and the Company and the Voting Parties shall take all Necessary Action to cause any such vacancies to be filled by replacement Topco Sentinel Designees as promptly as reasonably practicable. Notwithstanding anything to the contrary in this Subsection 3.d.ii, the Xxxxxx Stockholder shall not have the right to designate a replacement Sentinel Designee, and the Company and the Parties shall not be required to take any action to cause any vacancy to be filled by any such Sentinel Designee, to the extent that election or appointment of such Sentinel Designee to the Board would result in a number of directors designated by the Xxxxxx Stockholder in excess of the number of directors that the Xxxxxx Stockholder is then entitled to designate as nominees for membership on the Board pursuant to this Agreement. (iii) (A) The Horizon Equityholders Sponsor shall have the exclusive right to remove one or more of the Horizon Designee Sponsor Designees from the BoardBoard for a reason other than for cause, and the Company and the Voting Parties shall take all Necessary Action to cause the removal the Horizon Designee of any such Sponsor Designee(s) at the written request of the Horizon Equityholders Sponsor and (B) the Horizon Equityholders Sponsor shall have the exclusive right, in accordance with Section 3(a)Subsection 3.a.ii, to designate a director directors for election to the Board to fill any vacancy vacancies created by reason of death, removal removal, disqualification or resignation of the Horizon DesigneeSponsor 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 Subsection 3.d.iii, the Sponsor shall not have the right to designate a replacement Sponsor Designee, and the Company and the Parties shall not be required to take any action to cause any vacancy to be filled by any such Sponsor Designee, to the extent that election or appointment of such Sponsor Designee to the Board would result in a replacement Horizon number of directors designated by the Sponsor in excess of the number of directors that the Sponsor is then entitled to designate as nominees for membership on the Board pursuant to this Agreement. iv. Until the third annual meeting of stockholders following the consummation of the Merger, no Party shall take any action to cause the removal of the Other Designee unless such removal is for cause. v. If at any time a Person serving as promptly the CEO Director ceases to be the Chief Executive Officer of the Company, the Company and each Party shall take all Necessary Action to cause the removal of such Person as reasonably practicablethe 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. (i) 3.4.1 Any Topco Designee or Horizon Designee director may resign at any time upon written notice to the Board. 3.4.2 (A) The Topco Equityholders RMG Sponsor shall have the exclusive right to remove one or more of the Topco RMG Sponsor Designees from the Board, and the Company and the Voting Parties shall take all Necessary Action to cause the removal of any such Topco RMG Sponsor Designee(s) at the written request of the Topco Equityholders RMG Sponsor and (B) the Topco Equityholders RMG Sponsor shall have the exclusive right, in accordance with Section 3(a), to designate directors for election to the Board to fill any vacancies created by reason of death, removal or resignation of the Topco Designees, and the Company and the Voting Parties shall take all Necessary Action to cause any such vacancies to be filled by replacement Topco Designees as promptly as reasonably practicable. (iii) (A) The Horizon Equityholders shall have the exclusive right to remove the Horizon Designee from the Board, and the Company and the Voting Parties shall take all Necessary Action to cause the removal the Horizon Designee at the written request of the Horizon Equityholders and (B) the Horizon Equityholders shall have the exclusive right, in accordance with Section 3(a)Subsection 3.2.2, to designate a director for election to the Board to fill any the vacancy created by reason of death, removal or resignation of the Horizon a RMG Sponsor Designee, and the Company and the Voting Parties shall take all Necessary Action to cause any such vacancy to be filled by a replacement Horizon RMG Sponsor Designee as promptly as reasonably practicable. 3.4.3 (A) Former Romeo Stockholders that Beneficially Own a majority of the shares of Common Stock held by all Former Romeo Stockholders shall have the exclusive right to remove one or more of the Romeo Designees from the Board, and the Company shall take all Necessary Action to cause the removal of any such Romeo Designee(s) at the written request of such Former Romeo Stockholders and (B) Former Romeo Stockholders that Beneficially Own a majority of the shares of Common Stock held by all Former Romeo Stockholders shall have the exclusive right, in accordance with Section 3.2.3, to designate directors for election to the Board to fill vacancies created by reason of death, removal or resignation of Romeo Designees, and the Company shall take all Necessary Action to cause any such vacancies to be filled by replacement Romeo Designees as promptly as reasonably practicable. 3.4.4 (A) BorgWarner shall have the exclusive right to remove the BorgWarner Designee from the Board, and the Company shall take all Necessary Action to cause the removal of any such BorgWarner Designee at the written request of BorgWarner and (B) BorgWarner shall have the exclusive right, in accordance with Subsection 3.2.4, to designate a director for election to the Board to fill the vacancy created by reason of death, removal or resignation of the BorgWarner Designee, and the Company shall take all Necessary Action to cause any such vacancy to be filled by a replacement BorgWarner Designee as promptly as reasonably practicable. 3.4.5 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.