Common use of Resignations and Replacements Clause in Contracts

Resignations and Replacements. Subject to Section 2.02, Section 2.03(b) and Section 2.05, if a Stockholder Director ceases to serve as a Director for any reason, the vacancy created by such Director ceasing to serve shall be filled by the affirmative vote of a majority of the remaining Directors then in office with an individual designated by the Stockholder.

Appears in 2 contracts

Samples: Stockholders Agreement (Smithkline Beecham PLC), Stockholders Agreement (Quest Diagnostics Inc)

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Resignations and Replacements. Subject to Section 2.02, Section 2.03(b) and Section 2.052.1, if a Stockholder Director ceases to serve as a Director for any reasonreason prior to the next election of Directors, the vacancy created by such Director ceasing to serve thereby shall be filled by the affirmative vote of Company’s Nominating and Corporate Governance Committee and a majority of the remaining 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 Stockholder’s Representative with respect to the identity of any replacement Stockholder Director.

Appears in 2 contracts

Samples: Stockholders' Agreement (Allion Healthcare Inc), Stockholders Agreement (Allion Healthcare Inc)

Resignations and Replacements. Subject to Section 2.02, Section 2.03(b) 2.02 and Section 2.05, if a Stockholder Director ceases to serve as a Director for any reason, the vacancy created by such Director ceasing to serve 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 shall be presented to the stockholders of the Company for election to the Board in accordance with Section 2.02.

Appears in 1 contract

Samples: Stockholders' Agreement (Lernout & Hauspie Speech Products Nv)

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Resignations and Replacements. Subject to Section 2.02, Section 2.03(b) and Section 2.05, if If a Stockholder Director ceases to serve as a Director for any reason, the vacancy created by such Director ceasing to serve as a Director shall be filled by the affirmative vote of a majority of the remaining Directors then in office with an individual designated by the StockholderStockholder(s).

Appears in 1 contract

Samples: Stockholders Agreement (Harbor BioSciences, Inc.)

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