Common use of Resignation; Removal Clause in Contracts

Resignation; Removal. Any director may resign at any time upon written notice to the Corporation and such resignation shall take effect upon receipt thereof by the President or Secretary, unless otherwise specified in the resignation. Any or all of the directors may be removed, with or without cause, by the holders of a majority of the shares of stock outstanding and entitled to vote for the election of directors.

Appears in 6 contracts

Samples: Agreement and Plan of Merger (Avista Healthcare Public Acquisition Corp.), Agreement and Plan of Merger (Blount International Inc), Agreement and Plan of Merger (Towers Watson & Co.)

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Resignation; Removal. Any director may resign at any time upon written notice given in writing or by electronic transmission to the Corporation and such Board, the Chairman of the Board, the Chief Executive Officer, the President or the Secretary of the Corporation. The resignation shall take effect upon receipt thereof by at the President time or Secretarythe happening of any event specified therein, and if no time or event is specified, at the time of its receipt. The acceptance of a resignation shall not be necessary to make it effective unless otherwise specified expressly provided in the resignation. Any or all Directors of the directors Corporation may be removed, with or without cause, by removed in the holders manner provided in the Certificate of a majority of the shares of stock outstanding Incorporation and entitled to vote for the election of directorsapplicable law.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Gores Holdings VIII Inc.), Agreement and Plan of Merger (Gores Holdings VIII Inc.), Business Combination Agreement (CF Acquisition Corp. VI)

Resignation; Removal. Any director A Director may resign at any time upon by giving written notice to the Corporation and such other Directors. The resignation of a Director shall take effect upon receipt of notice thereof by the President or Secretary, at such later time as shall be specified in such notice; unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. A Director nominated by one or more Members pursuant to the terms of Section 6.2 may only be removed by those Members who appointed such Director in the resignation. Any or all of the directors may be removed, with or without cause, by the holders of a majority of the shares of stock outstanding and entitled to vote for the election of directorsfirst place.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Iridium Communications Inc.), Limited Liability Company Agreement (Iridium Communications Inc.)

Resignation; Removal. Any director may resign at any time upon written notice to the Corporation time. Any director may be removed either for or without cause at any special meeting of stockholders duly called and held for such resignation shall take effect upon receipt thereof purpose. Unless otherwise restricted by the President certificate of incorporation or Secretaryby law, unless otherwise specified in any director or the resignation. Any or all entire board of the directors may be removed, with or without cause, by the holders of a majority of the shares of stock outstanding and entitled to vote for the at an election of directors.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Blue Dolphin Energy Co), Agreement and Plan of Merger (American Resources Offshore Inc)

Resignation; Removal. Any director may resign at any time upon written notice to the Corporation and such resignation shall take effect upon receipt thereof by the President or Secretary, unless otherwise specified in the resignationtime. Any or all of the directors may be removed, with or without cause, by the holders of a majority of the shares of stock outstanding and The shareholders entitled to vote for the election of directorsdirectors may remove a director, with or without cause; provided, however, an affirmative vote of 80% of the outstanding shares of the Corporation shall be required to remove any or all of the directors without cause.

Appears in 2 contracts

Samples: Carolina National Corp, Carolina National Corp

Resignation; Removal. Any director may resign at any time upon written notice given in writing or by electronic transmission to the Corporation and such Board, the Chairman of the Board, the Chief Executive Officer, the President or the Secretary of the Corporation. The resignation shall take effect upon receipt thereof by at the President time or Secretarythe happening of any event specified therein, and if no time or event is specified, at the time of its receipt. The acceptance of a resignation shall not be necessary to make it effective unless otherwise specified expressly provided in the resignation. Any or all Subject to the Investor Rights Agreement, directors of the directors Corporation may be removed, with or without cause, by removed in the holders manner provided in the Certificate of a majority of the shares of stock outstanding Incorporation and entitled to vote for the election of directorsapplicable law.

Appears in 2 contracts

Samples: Business Combination Agreement (Dragoneer Growth Opportunities Corp. II), Letter Agreement (Mudrick Capital Acquisition Corp. II)

Resignation; Removal. Any director may resign at any time upon by giving written notice thereof to the Corporation and board of directors. Any such resignation shall will take effect upon receipt thereof as of its date unless some other date is specified therein, in which event it will be effective as of that date. The acceptance of such resignation will not be necessary to make it effective. The board of directors may, by the President or Secretary, unless otherwise specified in the resignation. Any or all majority vote of the directors then in office, remove a director for cause. The owners of a majority of the outstanding shares of capital stock may be removedremove any director or the entire board of directors, with or without cause, either by the holders of a majority of the shares of stock outstanding and entitled to vote for the election of directorsat a special meeting or annual meeting, or by written consent.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (ARBINET Corp), Agreement and Plan of Merger (Primus Telecommunications Group Inc)

Resignation; Removal. Any director may resign at any time upon written notice given in writing or by electronic transmission to the Corporation and such Board, the Chair of the Board, the Chief Executive Officer, the President or the Secretary of the Corporation. The resignation shall take effect upon receipt thereof by at the President time or Secretarythe happening of any event specified therein, and if no time or event is specified, at the time of its receipt. The acceptance of a resignation shall not be necessary to make it effective unless otherwise specified expressly provided in the resignation. Any or all Subject to the Investor Rights Agreement, directors of the directors Corporation may be removed, with or without cause, by removed in the holders manner provided in the Certificate of a majority of the shares of stock outstanding Incorporation and entitled to vote for the election of directorsapplicable law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mudrick Capital Acquisition Corp. II)

Resignation; Removal. Any director Director may resign at any time upon -------------------- written notice to the Corporation and such Company. Such resignation shall take effect be effective upon receipt thereof by the President Company or Secretary, unless otherwise at such time as may be specified in the notice of resignation. Any or all Director of the directors Company may be removed, removed by the Owner that appointed him with or without cause, by the holders of a majority of the shares of stock outstanding cause and entitled to vote for the election of directorswith or without notice.

Appears in 1 contract

Samples: Limited Liability Company Operating Agreement (Advanced Glassfiber Yarus LLC)

Resignation; Removal. Any director may resign at any time upon written notice to the Corporation and such resignation shall take effect upon receipt thereof by the President or Secretary, unless otherwise specified in the resignation. Any any or all of the directors may be removed, with or without cause, by the holders of a majority of the shares of stock outstanding and entitled to vote for the election of directors.

Appears in 1 contract

Samples: Business Combination Agreement and Plan of Reorganization (Spartan Acquisition Corp. III)

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Resignation; Removal. Any director Director may resign at any time upon by giving written notice to the Corporation and such Corporation, provided, however, that written notice to the Board, the Chairman of the Board, the President or the Secretary shall be deemed to constitute notice to the Corporation. Such resignation shall take effect upon receipt thereof by the President of such notice or Secretaryat any later time specified therein, and, unless otherwise specified in the resignation. Any or all therein, acceptance of the directors may such resignation shall not be removed, with or without cause, by the holders of a majority of the shares of stock outstanding and entitled necessary to vote for the election of directorsmake it effective.

Appears in 1 contract

Samples: Earn Up Agreement (Queen Sand Resources Inc)

Resignation; Removal. Any director Director may resign at any time upon by giving written notice thereof to the Corporation and Board of Directors. Any such resignation shall will take effect upon receipt thereof as of its date unless some other date is specified therein, in which event it will be effective as of that date. The acceptance of such resignation will not be necessary to make it effective. The Board of Directors may, by the President or Secretary, unless otherwise specified in the resignation. Any or all majority vote of the directors Directors then in office, remove a Director for cause. The owners of a majority of the outstanding shares of capital stock may be removedremove any Director or the entire Board of Directors, with or without cause, either by the holders of a majority of the shares of stock outstanding and entitled to vote for the election of directorsat a special meeting or annual meeting, or by written consent.

Appears in 1 contract

Samples: Merger Agreement (Cohen Phillip Ean)

Resignation; Removal. (a) Any director elected Investor Director may resign from the Board of Directors at any time upon by giving written notice to the Corporation and such Company at its principal executive office. Unless otherwise required by law, the resignation shall take effect upon receipt thereof by is effective without acceptance when the President or Secretarynotice is given to the Company, unless otherwise a later effective time is specified in the resignation. Any or all of the directors may be removed, with or without cause, by the holders of a majority of the shares of stock outstanding and entitled to vote for the election of directorsnotice.

Appears in 1 contract

Samples: Convertible Note Purchase Agreement (Kingold Jewelry, Inc.)

Resignation; Removal. Any director A Director may resign from his or her office at any time upon written notice by delivering his or her resignation in writing to the Corporation Corporation, and the acceptance of such resignation, unless required by the terms thereof, shall not be necessary to make such resignation shall take effect upon receipt thereof by the President or Secretary, unless otherwise specified in the resignationeffective. Any or all of the directors Directors may be removed, with for cause or without cause, by the holders of a majority vote of the shares of stock outstanding and entitled to vote for the election of directorsShareholders.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Uil Holdings Corp)

Resignation; Removal. Any director may resign at any time upon written notice to time. Unless otherwise prescribed by law or the Corporation and such resignation shall take effect upon receipt thereof Certificate of Incorporation, a director may be removed from office by the President or Secretary, unless otherwise specified in the resignation. Any or all affirmative vote of the directors may be removed, with or without cause, by the holders of at least a majority of the voting power of all outstanding shares of capital stock outstanding and of the Corporation generally entitled to vote for in the election of directors, voting together as a single class.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Robbins & Myers Inc)

Resignation; Removal. Any director may resign at any time upon by giving written notice thereof to the Corporation and Board of Directors. Any such resignation shall will take effect upon receipt thereof by the President or Secretaryas of its date unless some other date is specified therein, unless otherwise specified in the resignationwhich event it will be effective as of that date. Any or all The acceptance of such resignation will not be necessary to make it effective. The holders of shares of capital stock of the corporation having the right to cast a majority of the votes that could be cast in an election of directors may be removedremove any director or the entire Board of Directors, with or without cause, either by the holders of a majority of the shares of stock outstanding and entitled to vote for the election of directorsat a special meeting or annual meeting, or by written consent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Encore Capital Group Inc)

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