Common use of Resignation; Removal; Vacancies Clause in Contracts

Resignation; Removal; Vacancies. i. Any director may resign at any time upon written notice to the Board. (A) XX Xxxxxx shall have the exclusive right to remove one or more of the VG Designees from the Board, and the Company and the Voting Parties shall take all Necessary Action to cause the removal of any such VG Designee(s) at the written request of XX Xxxxxx and (B) XX Xxxxxx shall have the exclusive right, in accordance with Subsection 3(a)(i), to designate directors for election to the Board to fill vacancies created by reason of death, removal or resignation of VG Designees, and the Company and the Voting Parties shall take all Necessary Action to cause any such vacancies to be filled by replacement 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. (A) The XX Xxxxxx shall have the exclusive right to remove one or more of the CP Designees from the Board, and the Company and the Voting Parties shall take all Necessary Action to cause the removal of any such CP Designee(s) at the written request of the XX Xxxxxx and (B) the XX Xxxxxx 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 death, removal or resignation of CP 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 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 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 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 director Topco Designee or Horizon Designee may resign at any time upon written notice to the Board. (A) XX Xxxxxx The Topco Equityholders shall have the exclusive right to remove one or more of the VG Topco Designees from the Board, and the Company and the Voting Parties shall take all Necessary Action to cause the removal of any such VG Topco Designee(s) at the written request of XX Xxxxxx the Topco Equityholders and (B) XX Xxxxxx the Topco Equityholders shall have the exclusive right, in accordance with Subsection 3(a)(iSection 3(a), to designate directors for election to the Board to fill any vacancies created by reason of death, removal or resignation of VG 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 VG Topco 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 XX Xxxxxx Horizon Equityholders shall have the exclusive right to remove one or more of the CP Designees Horizon Designee from the Board, and the Company and the Voting Parties shall take all Necessary Action to cause the removal of any such CP Designee(s) the Horizon Designee at the written request of the XX Xxxxxx Horizon Equityholders and (B) the XX Xxxxxx Horizon Equityholders shall have the exclusive right, in accordance with Subsection 3(a)(iiSection 3(a), to designate directors a director for election to the Board to fill vacancies any vacancy created by reason of death, removal or resignation of CP Designeesthe Horizon Designee, and the Company and the Voting Parties shall take all Necessary Action to cause any such vacancies vacancy to be filled by a replacement CP Designees Horizon Designee 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 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 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 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 director 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) XX Xxxxxx ASL shall have the exclusive right to remove one or more of the VG ASL Designees from the Board, and the Company and the Voting Parties shall take all Necessary Action to cause the removal of any such VG Designee(s) ASL Designee at the written request of XX Xxxxxx ASL and (B) XX Xxxxxx shall have the exclusive right, in accordance with Subsection 3(a)(i), to designate directors for election to the Board to fill vacancies created by reason of death, removal or resignation of VG Designees, and the Company and the Voting Parties shall take all Necessary Action to cause any such vacancies to be filled by replacement 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. (A) The XX Xxxxxx shall have the exclusive right to remove one or more of the CP Designees from the Board, and the Company and the Voting Parties shall take all Necessary Action to cause the removal of any such CP Designee(s) at the written request of the XX Xxxxxx and (B) the XX Xxxxxx 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 CP ASL Designees, and the Company and the Voting Parties shall take all Necessary Action to cause any such vacancies to be filled by replacement CP ASL Designees as promptly as reasonably practicable. Notwithstanding anything to the contrary in this Subsection 3(c)(iii)paragraph, the XX Xxxxxx ASL shall not have the right to designate a replacement CP 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 CP Designee, to the extent that election or appointment of such CP Designee to the Board would result in a number of directors designated by XX Xxxxxx ASL in excess of the number of directors that XX Xxxxxx 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) Until the earlier of Sponsor shall have the Sunset Date exclusive right to remove the Sponsor Designees from the Board, 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 the CEO Director ceases to be the Chief Executive Officer of the Company, the Company and each the Voting Party Parties shall take all Necessary Action to cause the removal of any such Person 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 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 CEO Director and, at such time as case may be) shall be entitled to designate a succeeding Chief Executive Officer is appointed by replacement nominee for service on the Board, . v. Any replacement designee shall be of the appointment or election same class of such Person directors as the CEO Directorindividual that he/she is replacing.

Resignation; Removal; Vacancies. i. 3.4.1 Any director may resign at any time upon written notice to the Board. 3.4.2 (A) XX Xxxxxx RMG Sponsor shall have the exclusive right to remove one or more of the VG 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 VG RMG Sponsor Designee(s) at the written request of XX Xxxxxx RMG 2 This minimum number of shares of Common Stock that BorgWarner must continue to own will equate to 5% of the total issued and outstanding shares of Common Stock on the Closing Date. ​ ​ ​ Sponsor and (B) XX Xxxxxx RMG Sponsor shall have the exclusive right, in accordance with Subsection 3(a)(i)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 a RMG Sponsor Designee, and the Company shall take all Necessary Action to cause any such vacancy to be filled by a replacement 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 VG Romeo Designees, and the Company and the Voting Parties shall take all Necessary Action to cause any such vacancies to be filled by replacement VG Romeo 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. 3.4.4 (A) The XX Xxxxxx BorgWarner shall have the exclusive right to remove one or more of the CP Designees BorgWarner Designee from the Board, and the Company and the Voting Parties shall take all Necessary Action to cause the removal of any such CP Designee(s) BorgWarner Designee at the written request of the XX Xxxxxx BorgWarner and (B) the XX Xxxxxx BorgWarner shall have the exclusive right, in accordance with Subsection 3(a)(ii)3.2.4, to designate directors a director for election to the Board to fill vacancies the vacancy created by reason of death, removal or resignation of CP Designeesthe BorgWarner Designee, and the Company and the Voting Parties shall take all Necessary Action to cause any such vacancies vacancy to be filled by a replacement CP Designees BorgWarner Designee 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 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. 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 and each Voting Party 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 director Designee may resign at any time upon written notice to the Board. (A) XX Xxxxxx shall have the exclusive right to remove one or more of the VG Designees from the Board, and the Company and the Voting Parties shall take all Necessary Action to cause the removal of any such VG Designee(s) at the written request of XX Xxxxxx and (B) XX Xxxxxx shall have the exclusive right, in accordance with Subsection 3(a)(i), to designate directors for election to the Board to fill vacancies created by reason of death, removal or resignation of VG Designees, and the Company and the Voting Parties shall take all Necessary Action to cause any such vacancies to be filled by replacement 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. (A) The XX Xxxxxx shall have the exclusive right to remove one or more of the CP Designees from the Board, and the Company and the Voting Parties shall take all Necessary Action to cause the removal of any such CP Designee(s) at the written request of the XX Xxxxxx and (B) the XX Xxxxxx 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 death, removal or resignation of CP 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 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 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 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 director may resign at any time upon written notice to the Board. (A) XX the Xxxxxx Stockholder shall have the exclusive right to remove one or more of the VG 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 VG Sentinel Designee(s) at the written request of XX the Xxxxxx Stockholder and (B) XX the Xxxxxx Stockholder shall have the exclusive right, in accordance with Subsection 3(a)(i)3.a.i, to designate directors for election to the Board to fill vacancies created by reason of death, removal removal, disqualification or resignation of VG Sentinel Designees, and the Company and the Voting Parties shall take all Necessary Action to cause any such vacancies to be filled by replacement VG Sentinel Designees as promptly as reasonably practicable. Notwithstanding anything to the contrary in this Subsection 3(c)(ii)3.d.ii, XX the Xxxxxx Stockholder shall not have the right to designate a replacement VG Sentinel 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 Sentinel Designee, to the extent that election or appointment of such VG Sentinel Designee to the Board would result in a number of directors designated by XX the Xxxxxx Stockholder in excess of the number of directors that XX the Xxxxxx Stockholder is then entitled to designate as nominees for membership on the Board pursuant to this Agreement. (A) The XX Xxxxxx Sponsor shall have the exclusive right to remove one or more of the CP 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 of any such CP Sponsor Designee(s) at the written request of the XX Xxxxxx Sponsor and (B) the XX Xxxxxx Sponsor shall have the exclusive right, in accordance with Subsection 3(a)(ii)3.a.ii, to designate directors for election to the Board to fill vacancies created by reason of death, removal removal, disqualification or resignation of CP Sponsor Designees, and the Company and the Voting Parties shall take all Necessary Action to cause any such vacancies to be filled by replacement CP Sponsor Designees as promptly as reasonably practicable. Notwithstanding anything to the contrary in this Subsection 3(c)(iii)3.d.iii, the XX Xxxxxx Sponsor shall not have the right to designate a replacement CP 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 CP Sponsor Designee, to the extent that election or appointment of such CP Sponsor Designee to the Board would result in a number of directors designated by XX Xxxxxx the Sponsor in excess of the number of directors that XX Xxxxxx the Sponsor is then entitled to designate as nominees for membership on the Board pursuant to this Agreement. (A) iv. Until the earlier third annual meeting of stockholders following the consummation of the Sunset Date and the expiration of the Lock-Up PeriodMerger, XX Xxxxxx no Party 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 DesigneesDesignee unless such removal is for cause. v. If at any time a Person serving as 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 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. 3.4.1 Any director may resign at any time upon written notice to the Board. 3.4.2 (A) XX Xxxxxx RMG Sponsor shall have the exclusive right to remove one or more of the VG 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 VG RMG Sponsor Designee(s) at the written request of XX Xxxxxx RMG Sponsor and (B) XX Xxxxxx RMG Sponsor shall have the exclusive right, in accordance with Subsection 3(a)(i)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 a RMG Sponsor Designee, and the Company shall take all Necessary Action to cause any such vacancy to be filled by a replacement 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 VG Romeo Designees, and the Company and the Voting Parties shall take all Necessary Action to cause any such vacancies to be filled by replacement VG Romeo 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. 3.4.4 (A) The XX Xxxxxx BorgWarner shall have the exclusive right to remove one or more of the CP Designees BorgWarner Designee from the Board, and the Company and the Voting Parties shall take all Necessary Action to cause the removal of any such CP Designee(s) BorgWarner Designee at the written request of the XX Xxxxxx BorgWarner and (B) the XX Xxxxxx BorgWarner shall have the exclusive right, in accordance with Subsection 3(a)(ii)3.2.4, to designate directors a director for election to the Board to fill vacancies the vacancy created by reason of death, removal or resignation of CP Designeesthe BorgWarner Designee, and the Company and the Voting Parties shall take all Necessary Action to cause any such vacancies vacancy to be filled by a replacement CP Designees BorgWarner Designee 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 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. 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 and each Voting Party 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 director may resign at any time upon written notice to the Board. (A) XX Xxxxxx the SBE Stockholder shall have the exclusive right to remove one or more of the VG 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 VG Designee(s) SBE Designee at the written request of XX Xxxxxx the SBE Stockholder and (B) XX Xxxxxx the SBE Stockholder shall have the exclusive right, in accordance with Subsection 3(a)(i)3.a.i, to designate directors a director for election to the Board to fill vacancies a vacancy created by reason of death, removal removal, disqualification or resignation of VG Designeesthe SBE Designee, and the Company and the Voting Parties shall take all Necessary Action to cause any such vacancies to be filled by a replacement VG Designees SBE Designee as promptly as reasonably practicable. Notwithstanding anything to the contrary in this Subsection 3(c)(ii)3.c.ii, XX Xxxxxx the SBE Stockholder shall not have the right to designate a replacement VG SBE 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 SBE 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 SBE Stockholder is then no longer entitled to designate a nominee for membership on the Board pursuant to Subsection 3.a.i of this Agreement. (A) The XX Xxxxxx XXX Stockholder shall have the exclusive right to remove one or more of the CP Designees 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 of any such CP Designee(s) XXX Designee at the written request of the XX Xxxxxx XXX Stockholder and (B) the XX Xxxxxx XXX Stockholder shall have the exclusive right, in accordance with Subsection 3(a)(ii)3.a.ii, to designate directors a director for election to the Board to fill vacancies a vacancy created by reason of death, removal removal, disqualification or resignation of CP Designeesthe XXX Designee, and the Company and the Voting Parties shall take all Necessary Action to cause any such vacancies to be filled by a replacement CP Designees XXX Designee as promptly as reasonably practicable. Notwithstanding anything to the contrary in this Subsection 3(c)(iii)3.c.iii, the XX Xxxxxx XXX Stockholder shall not have the right to designate a replacement CP XXX 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 XXX Designee, to the extent that election or appointment of such CP 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 XXX Stockholder is then no longer entitled to designate a nominee for membership on the Board pursuant to Subsection 3.a.ii of 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 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 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. 3.4.1 Any director may resign at any time upon written notice to the Board. 3.4.2 (A) XX Xxxxxx RMG Sponsor shall have the exclusive right to remove one or more of the VG 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 VG RMG Sponsor Designee(s) at the written request of XX Xxxxxx RMG 2 This minimum number of shares of Common Stock that BorgWarner must continue to own will equate to 5% of the total issued and outstanding shares of Common Stock on the Closing Date. ​ ​ Sponsor and (B) XX Xxxxxx RMG Sponsor shall have the exclusive right, in accordance with Subsection 3(a)(i)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 a RMG Sponsor Designee, and the Company shall take all Necessary Action to cause any such vacancy to be filled by a replacement 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 VG Romeo Designees, and the Company and the Voting Parties shall take all Necessary Action to cause any such vacancies to be filled by replacement VG Romeo 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. 3.4.4 (A) The XX Xxxxxx BorgWarner shall have the exclusive right to remove one or more of the CP Designees BorgWarner Designee from the Board, and the Company and the Voting Parties shall take all Necessary Action to cause the removal of any such CP Designee(s) BorgWarner Designee at the written request of the XX Xxxxxx BorgWarner and (B) the XX Xxxxxx BorgWarner shall have the exclusive right, in accordance with Subsection 3(a)(ii)3.2.4, to designate directors a director for election to the Board to fill vacancies the vacancy created by reason of death, removal or resignation of CP Designeesthe BorgWarner Designee, and the Company and the Voting Parties shall take all Necessary Action to cause any such vacancies vacancy to be filled by a replacement CP Designees BorgWarner Designee 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 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. 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 and each Voting Party 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 director Topco Designee or Horizon Designee may resign at any time upon written notice to the Board. (ii) (A) XX Xxxxxx The Topco Equityholders shall have the exclusive right to remove one or more of the VG Topco Designees from the Board, and the Company and the Voting Parties shall take all Necessary Action to cause the removal of any such VG Topco Designee(s) at the written request of XX Xxxxxx the Topco Equityholders and (B) XX Xxxxxx the Topco Equityholders shall have the exclusive right, in accordance with Subsection 3(a)(iSection 3(a), to designate directors for election to the Board to fill any vacancies created by reason of death, removal or resignation of VG 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 VG Topco 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 XX Xxxxxx Horizon Equityholders shall have the exclusive right to remove one or more of the CP Designees Horizon Designee from the Board, and the Company and the Voting Parties shall take all Necessary Action to cause the removal of any such CP Designee(s) the Horizon Designee at the written request of the XX Xxxxxx Horizon Equityholders and (B) the XX Xxxxxx Horizon Equityholders shall have the exclusive right, in accordance with Subsection 3(a)(iiSection 3(a), to designate directors a director for election to the Board to fill vacancies any vacancy created by reason of death, removal or resignation of CP Designeesthe Horizon Designee, and the Company and the Voting Parties shall take all Necessary Action to cause any such vacancies vacancy to be filled by a replacement CP Designees Horizon Designee 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 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 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 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.