Common use of Termination; Removal Clause in Contracts

Termination; Removal. Whenever full dividends have been paid regularly on the Series C Preferred Stock and any other class or series of preferred stock that ranks on parity with Series C Preferred Stock as to payment of dividends, if any, for at least four consecutive Dividend Periods, then the right of the holders of Series C Preferred Stock to elect such additional two directors will cease (subject to the same provisions for the vesting of the special voting rights in the case of any similar non-payment of dividends in respect of future Dividend Periods) and the term of office of each Preferred Director so elected will immediately terminate and the number of directors constituting the Corporation’s board of directors will be automatically reduced accordingly. Any Preferred Director may be removed at any time without cause by the holders of record of a majority of the outstanding shares of Series C Preferred Stock (together with holders of any other class of the Corporation’s authorized preferred stock having equivalent voting rights, whether or not the holders of such preferred stock would be entitled to vote for the election of directors if such default in dividends did not exist) when they have the voting rights described in this Section 7(c).

Appears in 4 contracts

Samples: Deposit Agreement (Huntington Bancshares Inc /Md/), Deposit Agreement (Huntington Bancshares Inc /Md/), Merger Agreement (TCF Financial Corp)

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Termination; Removal. Whenever full dividends have been paid regularly on the Series C I Preferred Stock and any other class or series of preferred stock that ranks on parity with Series C I Preferred Stock as to payment of dividends, if any, for at least four consecutive Dividend Periods, then the right of the holders of Series C I Preferred Stock to elect such additional two directors will cease (subject to the same provisions for the vesting of the special voting rights in the case of any similar non-payment of dividends in respect of future Dividend Periods) and the term of office of each Preferred Director so elected will immediately terminate and the number of directors constituting the Corporation’s board of directors will be automatically reduced accordingly. Any Preferred Director may be removed at any time without cause by the holders of record of a majority of the outstanding shares of Series C I Preferred Stock (together with holders of any other class of the Corporation’s authorized preferred stock having equivalent voting rights, whether or not the holders of such preferred stock would be entitled to vote for the election of directors if such default in dividends did not exist) when they have the voting rights described in this Section 7(c).

Appears in 2 contracts

Samples: Deposit Agreement (Huntington Bancshares Inc /Md/), Deposit Agreement (Huntington Bancshares Inc /Md/)

Termination; Removal. Whenever full dividends have been paid regularly on the Series C [H] Preferred Stock and any other class or series of preferred stock that ranks on parity with Series C [H] Preferred Stock as to payment of dividends, if any, for at least four consecutive Dividend Periods, then the right of the holders of Series C [H] Preferred Stock to elect such additional two directors will cease (subject to the same provisions for the vesting of the special voting rights in the case of any similar non-payment of dividends in respect of future Dividend Periods) and the term of office of each Preferred Director so elected will immediately terminate and the number of directors constituting the Corporation’s board of directors will be automatically reduced accordingly. Any Preferred Director may be removed at any time without cause by the holders of record of a majority of the outstanding shares of Series C [H] Preferred Stock (together with holders of any other class of the Corporation’s authorized preferred stock having equivalent voting rights, whether or not the holders of such preferred stock would be entitled to vote for the election of directors if such default in dividends did not exist) when they have the voting rights described in this Section 7(c).

Appears in 2 contracts

Samples: Merger Agreement (Huntington Bancshares Inc/Md), Merger Agreement (TCF Financial Corp)

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Termination; Removal. Whenever If and when full dividends on the Series C Preferred Stock have been regularly paid regularly for at least four subsequent dividend periods, whether or not consecutive, following a Nonpayment on the Series C Preferred Stock and any other class or series of preferred stock that ranks on parity with the Series C Preferred Stock as to payment of dividends, if any, for at least four consecutive Dividend Periods, then the right of the holders of the Series C Preferred Stock to elect such additional two directors will cease shall be divested of the foregoing voting rights (subject to the same provisions for the vesting of the special voting rights revesting in the case event of any similar non-payment of dividends in respect of future Dividend Periods) each subsequent Nonpayment), and the term terms of office of each the Preferred Director so elected will Directors shall immediately terminate and the number of directors constituting on the Corporation’s board Board of directors will be Directors shall automatically reduced accordinglydecrease by two. Any The Preferred Director Directors may be removed at any time without cause by the holders of record of a majority of the outstanding shares of the Series C Preferred Stock (together with holders of any and all other class classes of the Corporation’s authorized preferred stock having equivalent voting rights, whether or not the holders of such preferred stock would be entitled to vote for the election of directors if such default in dividends did not exist) when they have the voting rights described in this Section 7(c7(d).

Appears in 1 contract

Samples: Transaction Agreement (Banco Santander, S.A.)

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