Resignations and Replacements. (a) If any Stockholder Director is removed or otherwise ceases to serve as a Director for any reason other than in accordance with the Certificate of Designation (a "Departing Stockholder Director") or Section 2.01(b) or 2.02(c), the parties hereto each shall use its best efforts to cause the vacancy created by such Director ceasing to serve to be filled by a Stockholder Director who shall serve out the remaining term of the Departing Stockholder Director, after which time, such Stockholder Director position shall be filled according to Section 2.01(b).
Appears in 4 contracts
Samples: Stockholders' Agreement (Oak Hill Capital Partners L P), Stockholders' Agreement (American Skiing Co /Me), Stockholders' Agreement (American Skiing Co /Me)
Resignations and Replacements. (a) If any a Stockholder Director is removed or otherwise ceases to serve as a Director for any reason other than in accordance with the Certificate of Designation (a "Departing Stockholder Director") or Section 2.01(b) or 2.02(c), the parties hereto each Company shall use its best efforts take all action necessary to cause ensure that the vacancy created by such Departing Stockholder Director ceasing to serve to shall be filled by a an individual designated by the Stockholder Director who (which designee shall be to the reasonable satisfaction of the Company), which individual shall serve out the remaining term of the Departing Stockholder Director as a Stockholder Director, after which time, such Stockholder Director position shall be filled according to Section 2.01(b).
Appears in 2 contracts
Samples: Stockholder's Agreement (Hemasure Inc), Stockholder's Agreement (Cobe Laboratories Inc)
Resignations and Replacements. (a) If any Subject to Section 2.1, if a Stockholder Director is removed or otherwise ceases to serve as a Director for any reason other than in accordance with prior to the Certificate next election of Designation (a "Departing Stockholder Director") or Section 2.01(b) or 2.02(c)Directors, the parties hereto each shall use its best efforts to cause the vacancy created by such Director ceasing to serve to thereby shall be filled by the Company’s Nominating and Corporate Governance Committee and a Stockholder Director who shall serve out majority of the remaining term Directors then in office (excluding the other Stockholder Director) with an individual designated by the Stockholders. The Company shall be permitted to rely solely upon the direction of the Departing Stockholder’s Representative with respect to the identity of any replacement Stockholder Director, after which time, such Stockholder Director position shall be filled according to Section 2.01(b).
Appears in 2 contracts
Samples: Stockholder's Agreement (Allion Healthcare Inc), Stockholders’ Agreement (Allion Healthcare Inc)
Resignations and Replacements. (aSubject to Section 2.02, Section 2.03(b) If any and Section 2.05, if a Stockholder Director is removed or otherwise ceases to serve as a Director for any reason other than in accordance with the Certificate of Designation (a "Departing Stockholder Director") or Section 2.01(b) or 2.02(c)reason, the parties hereto each shall use its best efforts to cause the vacancy created by such Director ceasing to serve to shall be filled by the affirmative vote of a Stockholder Director who shall serve out majority of the remaining term of Directors then in office with an individual designated by the Departing Stockholder Director, after which time, such Stockholder Director position shall be filled according to Section 2.01(b)Stockholder.
Appears in 2 contracts
Samples: Stockholders Agreement (Smithkline Beecham PLC), Stockholders Agreement (Quest Diagnostics Inc)
Resignations and Replacements. (a) If any Subject to Section 2.02 and Section 2.05, if a Stockholder Director is removed or otherwise ceases to serve as a Director for any reason other than in accordance with the Certificate of Designation (a "Departing Stockholder Director") or Section 2.01(b) or 2.02(c)reason, the parties hereto each shall use its best efforts to cause the vacancy created by such Director ceasing to serve to shall be filled by the affirmative vote of a majority of the remaining Directors then in office with an individual designated by the Stockholder, who shall hold office as a Director until the next general stockholders' meeting of the Company, at which time such new Stockholder Director who shall serve out be presented to the remaining term stockholders of the Departing Stockholder Director, after which time, such Stockholder Director position shall be filled according Company for election to the Board in accordance with Section 2.01(b)2.02.
Appears in 1 contract
Samples: Stockholders Agreement (Lernout & Hauspie Speech Products Nv)