Resignations and Removal of Directors. (a) Any Director may resign at any time upon notice given in writing or by electronic transmission to the Board, the Chairperson or the Secretary of the Corporation. Such resignation shall take effect upon delivery, unless the resignation specifies a later effective date or time or an effective date or time determined upon the happening of an event or events. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
(b) Prior to the Trigger Date and subject to the special rights of the holders of one or more outstanding series of Preferred Stock to elect Directors, the Board or any individual Director may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least a majority of the voting power of all of the then outstanding shares of voting stock of the Corporation entitled to vote at an election of Directors, and following the Trigger Date, any Director, or the entire Board, may be removed, with or without cause, by the affirmative vote of at least a majority of the voting power of the stock outstanding and entitled to vote thereon; provided, however, that in each case, whenever the holders of any class or series are entitled to elect one or more Directors pursuant to this Certificate of Incorporation (including any Preferred Stock Directors), with respect to the removal without cause of a Director or Directors so elected, the vote of the holders of the outstanding shares of that class or series and not the vote of the outstanding shares as a whole shall apply; provided, further, that for so long as the Cottonmouth Stockholders have the right to designate a Cottonmouth Designee pursuant to Section 5.1(b), the Cottonmouth Stockholders shall have the exclusive right to remove without cause any Cottonmouth Director from the Board (and, notwithstanding anything to the contrary herein, for so long as the Cottonmouth Stockholders have the right to designate a Cottonmouth Designee, the shares of Common Stock held by the Cottonmouth Stockholders shall be the only shares entitled to vote on the removal without cause of any Cottonmouth Director and the shares of Common Stock owned by any other holders as of the record date for determining stockholders entitled to vote thereon shall have no voting rights on such matter) and the Corporation shall facilitate the removal of any such Cottonmouth Director from the Board upon the receipt by the Corporation of ...
Resignations and Removal of Directors. (a) Any Director may resign at any time upon notice given in writing or by electronic transmission to the Board, the Chairman of the Board or the Secretary of the Corporation. Such resignation shall take effect upon delivery, unless the resignation specifies a later effective date or time or an effective date or time determined upon the happening of an event or events. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
(b) Prior to the Trigger Date and subject to the special rights of the holders of one or more outstanding series of Preferred Stock to elect Directors, the Board or any individual Director may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least a majority of the voting power of all of the then outstanding shares of voting stock of the Corporation entitled to vote at an election of Directors, and following the Trigger Date, any Director, or the entire Board, may be removed, with or without cause, by the affirmative vote of at least a majority of the voting power of the stock outstanding and entitled to vote thereon; provided, however, that in each case, whenever the holders of any class or series are entitled to elect one or more Directors pursuant to this Certificate of Incorporation (including any Preferred Stock Directors), with respect to the removal without cause of a Director or Directors so elected, the vote of the holders of the outstanding shares of that class or series and not the vote of the outstanding shares as a whole shall apply.
Resignations and Removal of Directors. (a) Any Director of the Corporation may resign at any time by giving written notice to the Chair or to the Secretary. Such resignation shall take effect at the time specified therein or upon delivery if no time is specified. The Board of Directors is not required to accept the resignation for the resignation to take effect.
(b) Any or all of the Directors may be removed with or without cause by vote of a majority of the entire Board of Directors. Removal for cause shall include, but is not limited to, failure of any Director to fulfill his/her fiduciary duties, absence from four (4) consecutive Board meetings without excuse, or conduct detrimental to the best interests of the Corporation. Any Director proposed to be removed shall be entitled to at least ten (10) days written notice prior to the Board meeting where said removal shall be voted upon by the Board. Such Director shall be entitled to appear and be heard before the Board at such meeting.
Resignations and Removal of Directors. (i) Any Director may resign at any time by giving written notice thereof to the Board. The resignation of any Director shall take effect at the time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
(ii) At any time the CEO may propose that a Management Director be removed, whether with or without cause. If such proposal is approved by a majority of the Management Directors other than the Management Director proposed for removal, such Director's membership on the Board shall immediately terminate. In any such event, the vacancy on the Board caused by such removal shall be filled by a majority vote of the remaining Management Directors.
(iii) Any Director or the entire Board may be removed, with or without cause, at any time, by the affirmative vote of the holders of record of a majority of the outstanding Shares entitled to vote at an election of Directors. Any vacancy in the Board caused by a removal of a Director pursuant to this Section 8.03(e)(iii) shall be filled by the affirmative vote of the holders of record of a majority of the outstanding Shares entitled to vote at an election of Directors.
Resignations and Removal of Directors. Any director of the Corporation may resign at any time by giving written notice thereof to the President or to the Secretary. The resignation of any director shall take effect at the time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any director or the entire Board of Directors may be removed, either for or without cause, at any time, by the affirmative vote of the holders of record of a majority of the outstanding shares entitled to vote at an election of directors, except as may be provided by statute or the Certificate of Incorporation; and the vacancy in the Board of Directors caused thereby may be filled by the stockholders at the same time or any time thereafter.
Resignations and Removal of Directors. Any director of the Corporation may resign from the Board of Directors or any committee thereof at any time, by giving notice in writing to the Chairman of the Board, if there be one, or the Chief Executive Officer or the Secretary and, in the case of a committee, to the chairman of such committee, if there be one. Such resignation shall take effect at the time therein specified or, if no time is specified, immediately; and, unless otherwise specified in such notice, the acceptance of such resignation shall not be necessary to make it effective. Except as otherwise required by applicable law and subject to the rights of the holders of any series of preferred stock of the Corporation then outstanding, directors may be removed from office with or without cause by the affirmative vote of holders of a majority of the voting power of the shares entitled to vote in connection with the election of the directors of the Corporation, voting together as a single class. Any director serving on a committee of the Board of Directors may be removed from such committee at any time by the Board of Directors.
