Common use of Resignation; Removal; Vacancies Clause in Contracts

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. 2.4.1 i. Any director Designee may resign as a director at any time upon written notice to the BoardBoard of Directors. 2.4.2 (A) H.I.G. Prior to the Sunset Date, the Company (x) shall have the exclusive right not take any action to remove one or more of the H.I.G. Designees Designee from the Board, Board of Directors (other than for cause) and the Company (y) shall take all Necessary Action to cause the removal of any such H.I.G. Designee(s) Designee at the written request of H.I.G. Holder and (B) H.I.G. Holder shall have the exclusive right, in accordance with Subsection 2.2.22(a)(i), to nominate a director designate directors for election to the Board of Directors to fill the any vacancy created by reason of death, removal removal, retirement, disqualification 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 such replacement H.I.G. Designee nominated by H.I.G. as promptly as reasonably practicable. 2.4.3 (A) Sponsor shall have Prior to the exclusive right to remove the Sponsor Designee from the BoardSunset Date, and the Company shall not take all Necessary Action any action to cause remove a Third Holder Representative from the removal Board of any such Sponsor Directors (other than for cause) without the consent of each of the Designee at the written request of Sponsor Representatives and (B) Sponsor the Designee Representatives shall have the exclusive right, in accordance with Subsection 2.2.32(a)(ii), to nominate a director designate directors for election to the Board of Directors to fill the any vacancy created by reason of death, removal removal, retirement, disqualification or resignation of the Sponsor Designeea Third Holder Representative, and the Company shall take all Necessary Action to cause any such vacancy to be filled by a such replacement Sponsor Designee nominated by Sponsor Third Holder Representative 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.