Vacancies and Removal. The Board may fill any vacancy which may occur in any office. Officers shall hold office at the pleasure of the Board and any officer may be removed from office at any time with or without cause by the vote of a majority of the entire Board whenever, in the judgment of the Board, the best interests of the Fund will be served thereby.
Vacancies and Removal. Subject to applicable Law, vacancies existing on the Board of Directors (including a vacancy created by virtue of an increase in the size of the Board of Directors) shall be filled by the Record Holders of Voting Shares or by the affirmative vote of a majority of the Directors then serving, even if less than a quorum. Each Director elected to fill any vacancy shall serve in such capacity until his successor has been elected and qualified or until such Director dies, resigns or is removed. Any Director, or the entire Board of Directors, may be removed from office at any time, with or without cause, but only by the approval of the Record Holders of Voting Shares.
Vacancies and Removal. (a) For so long as (i) the Founders Group holds a number of Shares representing at least seven and one-half percent (7.5%) of the Shares then issued and outstanding, (ii) the Crescera Group holds a number of Shares representing at least seven and one-half percent (7.5%) of the Shares then issued and outstanding, or (iii) the Inovabra Group holds a number of Shares representing at least seven and one-half percent (7.5%) of the Shares then issued and outstanding, then each such Party whose Group holds at least seven and one-half percent (7.5%) of the Shares then issued and outstanding shall have the exclusive right to (1) request the removal from the Board of the Founders Directors, Crescera Director or Inovabra Director, as the case may be, whom it had originally nominated to the Board, and (2) appoint or nominate for appointment or election to the Board a Director to fill the vacancy resulting from such removal or any other vacancies created by reason of death or resignation of any then-serving Founders Director, Crescera Director or Inovabra Director, as the case may be, whom it had originally nominated to the Board. The Parties shall take all Necessary Action to cause (1) any such removal of any such Founders Director, Crescera Director or Inovabra Director, as the case may be, from the Board, and (2) any such vacancies on the Board to be filled by replacement Directors nominated by each such nominating Party whose Group holds at least seven and one-half percent (7.5%) of the Shares then issued and outstanding, in each case, as promptly as reasonably practicable.
(b) The Sponsor shall have the exclusive right to (1) request the removal from the Board of the Sponsor Director whom it had originally nominated to the Board and (2) appoint or nominate for election to the Board a Director to fill the vacancy of such removal or any other vacancies created by reason of death or resignation of any then-serving Sponsor Director whom it had originally nominated to the Board. The Parties shall take all Necessary Action to cause (1) the removal of any such Sponsor Director from the Board, and (2) any such vacancy to be filled by a replacement Sponsor Director nominated by the Sponsor, in each case, as promptly as reasonably practicable.
Vacancies and Removal. A director designated above in Section 1 shall be elected at any annual or special meeting of shareholders and shall serve until his or her successor is elected and qualified or until his or her earlier resignation or removal. Any director may be removed during his term of office in accordance with the bylaws of the Company and the Colorado Business Corporation Act. Any vacancy in the office of a director may be filled in accordance with the bylaws of the Company and the Colorado Business Corporation Act, provided, however, that in the event the BOCO Director or the GDBA Director is removed, resigns or ceases to serve as a director for any reason, BOCO or GDBA, as applicable, shall be entitled to name the replacement for such director in accordance with Section 1 hereof.
Vacancies and Removal. Each director shall serve until his or her successor is elected and qualified or until his or her earlier resignation or removal. The Series X Investors shall not remove a Series Y Director during his or her term of office, with or without cause, without the prior written approval of holders of at least a majority of the then outstanding shares of Series Y Preferred Stock. Any vacancy in the office of a Series Y Director may be filled only by a designated representative of the holders of at least a majority of the outstanding shares of Series Y Preferred Stock and in each case in accordance with the requirements of this Agreement for designation of the Series Y Director. The remaining Series X Directors shall appoint such designated representative who shall become the Series Y Director to the Board of Directors at the meeting of the Board of Directors next following such designation. Unless the Purchase Agreement is terminated pursuant to Section 1.5 thereof and the Company pays the Termination Amount in full, the Series X Investors shall not remove a Warrant Investor Director during his or her term of office, with or without cause, without the prior written approval of the Designating Warrant Investors beneficially owning a majority of the shares of Common Stock issued or issuable upon exercise of the Investor Warrants owned by such Designating Warrant Investors (or, if the Designating Warrant Investors beneficially own less than 26,315,790 shares of Common Stock issued or issuable upon exercise of the Investor Warrants, with the prior consent of the Designating Warrant Investors holding at least a majority of the aggregate principal amount owing under the Notes held by the Designating Warrant Investors). For so long as the Designating Warrant Investors are entitled to designate a Warrant Investor Director pursuant to Section 1.1(b)(iv), any vacancy in the office of a Warrant Investor Director may be filled only by a designated representative of the Designating Warrant Investors beneficially owning a majority of the shares of Common Stock issued or issuable upon exercise of the Investor Warrants owned by such Designating Warrant Investors (or, if the Designating Warrant Investors beneficially own less than 26,315,790 shares of Common Stock issued or issuable upon exercise of the Investor Warrants, the Designating Warrant Investors holding at least a majority of the aggregate principal amount owing under the Notes held by the Designating Warrant Investors)...
Vacancies and Removal. Subject to applicable law and the rights of the holders of any series of Interests, vacancies existing on the Board of Directors (including a vacancy created by virtue of an increase in the size of the Board of Directors) may be filled only by the affirmative vote of a majority of the Directors then serving, even if less than a quorum. Any Director chosen to fill a vacancy shall hold office until the next annual meeting of Members and until his successor has been duly elected and qualified or until their earlier resignation or removal. Subject to the rights of the holders of any series of Interests, any Director, and the entire Board of Directors, may be removed from office at any time by the affirmative vote of the Record Holders of a majority of the voting power of the Company.
Vacancies and Removal. Any Director shall be removed upon a non-approved Transfer as provided in Section 4.5(a). Any Director may be removed at any time, with or without cause, by the holders of the class of Membership Interests who selected and nominated such Director. Subject to Section 4.5(a), any vacancy occurring in the Board due to the death, resignation, incapacity, or removal, with or without cause, of a Director shall be filled by the holders of the class of Membership Interests who selected and nominated such Director pursuant to Section 4.1, and if necessary, the Members agree to vote the Membership Interests owned by them in favor of such replacement nominee at a special meeting of the Company’s Members or to execute a written consent in lieu thereof.
Vacancies and Removal. Except as provided for in Section 3A and Section 3B, and to the extent not inconsistent with Section 141(k) of the General Corporation Law of the State of Delaware and the Company’s Governing Documents, (i) TPG and the Rollover Stockholders shall have the exclusive right to remove their respective directors from the Board, and the Board and the Stockholders shall take all Necessary Action to cause the removal of any of the TPG Directors or the Rollover Stockholders Director at the request of TPG or the Rollover Stockholders, as applicable, and (ii) TPG and the Rollover Stockholders shall have the exclusive right to designate for election to the Board directors to fill vacancies created by reason of death, removal or resignation of their respective directors, and the Board and the Stockholders shall take all Necessary Action to cause any such vacancies to be filled by replacement directors designated by TPG or the Rollover Stockholders, as applicable, as promptly as reasonably practicable; provided, that, for the avoidance of doubt and notwithstanding anything to the contrary in this paragraph, TPG and the Rollover Stockholders shall not have the right to designate a replacement director, and the Board and the Stockholders shall not be required to take any action to cause any vacancy to be filled with any such TPG Director or Rollover Stockholder Director, as applicable, to the extent that election or appointment of such TPG Director or Rollover Stockholder Director to the Board would result in a number of directors designated by TPG or the Rollover Stockholders in excess of the number of directors that TPG or the Rollover Stockholders are then entitled to designate for membership on the Board pursuant to Section 3B.
Vacancies and Removal. Except as otherwise provided in the Certificate of Incorporation, any vacancy in the Board of Directors, including newly created directorships created by an increase in the number of Directors, may be filled by a majority of the remaining Directors or by the sole remaining Director. The Directors of the Corporation shall be divided into three Classes, designated "Class I", "Class II" and "Class III" respectively. The initial term of office of Class I shall expire on the date of the 2001 annual meeting of stockholders of the Corporation. The initial term of office of Class II shall expire on the date of the 2002 annual meeting of stockholders of the Corporation, and the initial term of office of Class III shall expire on the date of the 2003 annual meeting of stockholders of the Corporation. Commencing with the annual meeting of stockholders of the Corporation at which the initial term of office of the Class III Directors expires, each Director elected to succeed those Directors whose terms have thereupon expired shall serve for a term ending on the date of the third annual meeting of stockholders following the annual meeting at which such Director was elected. In the event of any increase or decrease in the authorized number of Directors, (a) each Director then serving as such shall nonetheless continue as a Director of the class of which he is a member until the expiration of his current term, or his earlier death, retirement, resignation, or removal, and (b) the newly created or eliminated directorships resulting from such increase or decrease shall be apportioned by the Board among the three classes of Directors so as to maintain such classes as nearly equal in number as reasonably possible. If such equality is not possible, the increase or decrease shall be apportioned among the classes in such a way that the difference in the number of Directors in any two classes shall not exceed one.
Vacancies and Removal. (a) Should any vacancy on the Board arise from the death, resignation, retirement, disqualification, or removal from office of any Director, or from any other cause, such vacancy shall be filled as follows:
(1) For an Independent Director, by the election of a new Independent Director at the next annual election of Directors to fill the remainder, if any, of the term of the departed Independent Director. provided, that the Board by resolution may in its discretion call a special election to fill any such vacancy for the remainder, if any, of the term of the departed Independent Director.
(2) For the Management Director, by the appointment of a new CEO or interim CEO to fill the vacancy.
(3) For an ex officio Director, by the appointment of a new PUCT Chair or Texas Public Counsel by whomever had the right to appoint such Director.
(4) For an Affiliated Director, by the election of a new chair or vice chair, as applicable, by the Member Representative Committee.
(b) A Director may be removed with or without cause at any time by whomever had the right to appoint such Director (for ex officio Directors), or for the elected Independent Directors, by an affirmative vote of sixty percent (60%) of the Members. In addition, the Board may remove any voting Director for cause, upon at least seventy-five percent (75%) affirmative votes of the eligible, remaining voting Directors. The right to elect Directors may not be assigned, sold, pledged or transferred in any manner.
