Vacancies; Removal Clause Samples

Vacancies; Removal. (i) If the Unilever Stockholder ceases to have the Full Representation Holding but continues to have the Minimum Representation Holding, then one of the Unilever Directors (as designated by the Unilever Stockholder in its sole discretion, or, in the absence of such designation, designated by the Holdco Stockholder) shall be deemed to have resigned effective immediately upon the occurrence of such event, and the Unilever Stockholder, the Holdco Stockholder and the Company shall take all actions necessary to give effect to such resignation. Any vacancy resulting from any such resignation described in this subsection (i) shall be filled with either an Holdco Director or an Independent Director nominated by the Holdco Stockholder. (ii) If the Unilever Stockholder ceases to have the Minimum Representation Holding, then any and all Unilever Directors then remaining as Directors shall be deemed to have resigned effective immediately upon the occurrence of such event, and the Unilever Stockholder, the Holdco Stockholder and the Company shall take all actions necessary to give effect to such resignation. If following such resignation, the Unilever Stockholder continues to own Unilever Shares, any vacancy resulting from any such resignation described in this subsection (ii) shall be filled with an Independent Director nominated by the Holdco Stockholder to the extent necessary to maintain a majority of Independent Directors on the Board but otherwise (x) such vacancy may be filled with a Holdco Director nominated by the Holdco Stockholder or (y) the number of Directors may be reduced to eliminate such vacancy. (iii) If an Independent Director (other than an Incumbent Independent Director) ceases to qualify as an Independent Director hereunder, as determined by reference to such Independent Director’s Independence Questionnaire, such Independent Director shall not be nominated for reelection at the Election Meeting following receipt by the Company of such Independence Questionnaire and the resulting vacancy shall be filled with an Independent Director nominated by the Holdco Stockholder. (b) If a vacancy on the Board occurs as a result of a death, disability, resignation, removal or otherwise of a Director (other than the resignation of a Unilever Director pursuant to subsection (a)(i) or (ii) of this Section 4.4 but including any replacement pursuant to subsection (a)(iii) of this Section 4.4), such vacancy shall be filled as follows, and the provisions of Section 4...

Vacancies; Removal. Subject to the voting powers of one or more classes or series of Shares as set forth in the By-Laws, any vacancies occurring in the Board of Trustees may be filled by the Trustees if, immediately after filling any such vacancy, at least two-thirds of the Trustees then holding office shall have been elected to such office by the Shareholders. In the event that at any time less than a majority of the Trustees then holding office were elected to such office by the Shareholders, the Trustees shall call a meeting of Shareholders for the purpose of electing Trustees. At any meeting called for such purpose and subject to the voting powers of one or more classes or series of Shares as set forth in the By-Laws, a Trustee may be removed, with or without cause, by vote of seventy-five percent (75%) of the outstanding Shares of the classes or series entitled to vote for the election of such Trustee. By vote of seventy-five percent (75%) of the Trustees then in office, the Trustees may remove a Trustee with or without cause. EFFECT OF DEATH, RESIGNATION, ETC. OF A TRUSTEE

Vacancies; Removal. Each Management Committee Representative shall hold office at the discretion of the Member appointing such Management Committee Representative. Any AVB Representative may be removed and replaced, with or without cause and for any reason at any time, by (and only by) AVB Member. Any ERP Representative may be removed and replaced, with or without cause and for any reason at any time, by (and only by) ERP Manager. A Management Committee Representative may also resign of its own volition at any time, by written notice to the Members. In the event of any vacancy in the office of a Management Committee Representative, such vacancy shall be filled, by written notice to the Members, by an individual designated by (i) AVB Member if such vacancy relates to an AVB Representative, and (ii) ERP Member if such vacancy relates to an ERP Representative.

Vacancies; Removal. If a vacancy on the Board of Directors arises as a result of the death, disability or retirement, resignation or removal (with or without cause) of a Second City Nominee, or as a result of an increase in the size of the entire Board of Directors, and such vacancy results in the number of Second City Nominees then serving on the Board of Directors being less than the number that Second City would then be entitled to designate for nomination under Section 8.8.A(1) if there were an election of directors at a time which no Second City Nominees are incumbent members of the Board of Directors, then any individual(s) appointed by the Board of Directors to fill such a vacancy or such vacancies shall be approved to do so by a majority of the Second City Nominees then serving on the Board of Directors, and any director so elected or appointed shall be deemed a Second City Nominee.

Vacancies; Removal. (1) In the event that a vacancy is created at any time with respect to a Board of Directors seat held by a Carlyle Nominee by reason of the death, disability, retirement, resignation or removal (with or without cause) of such Carlyle Nominee and so long as the Carlyle Nominating Limited Partners are entitled to nominate at least one member of the Board of Directors under Section 8.7.A(1), the General Partner shall cause such vacancy to be filled by a majority vote of the Carlyle Nominees then serving as directors. (2) In the event of any increase in the size of the General Partner’s Board of Directors that would cause the number of Carlyle Nominees to serve on the Board of Directors pursuant to the terms of Section 8.7.A to be greater than the number of actual Carlyle Nominees nominated by a Majority in Interest of the Carlyle Nominating Limited Partners, the General Partner shall cause any vacancy to be filled by a Majority in Interest of the Carlyle Nominating Limited Partners as the replacement Carlyle Nominee.

Vacancies; Removal. Except as otherwise provided in the Certificate of Incorporation or in the following paragraph, vacancies occurring in the membership of the Board of Directors, from whatever cause arising (including vacancies occurring by reason of the removal of directors without cause and newly created directorships resulting from any increase in the authorized number of directors), may be filled by a majority vote of the remaining directors, though less than a quorum, or such vacancies may be filled by the shareholders. Except where the Certificate of Incorporation contains provisions authorizing cumulative voting or the election of one or more directors by class or their election by holders of bonds, or requires all action by shareholders to be by a greater vote, any one or more of the directors may be removed, (a) either for or without cause, at any time, by vote of the shareholders holding a majority of the outstanding stock of the corporation entitled to vote, present in person or by proxy, at any special meeting of the shareholders or, (b) for cause, by action of the Board of Directors at any regular or special meeting of the Board. A vacancy or vacancies occurring from such removal may be filled at the special meeting of shareholders or at a regular or special meeting of the Board of Directors.

Vacancies; Removal. If a vacancy on the Board of Directors arises as a result of the death, disability or retirement, resignation or removal (with or without cause) of a CBI Nominee and such vacancy results in the number of CBI Nominees then serving on the Board of Directors being less than the number that CBI is then entitled to nominate to the Board of Directors, it will be a qualification of a director that fills such a vacancy that he or she was approved by a majority of the votes of the CBI Nominees then serving on the Board of Directors.

Vacancies; Removal. Each of the directors elected pursuant to Section 4 shall hold office, subject to his or her resignation or earlier removal from the Board in accordance with the following sentence, in accordance with the Certificate, the Bylaws of the Corporation and applicable law, until his or her successors shall have been elected and shall have been duly qualified. No Investor shall vote to remove any director elected pursuant to this Section 4, or to fill any vacancy created by the resignation or removal of a director elected pursuant to this Section 4, unless such action shall have been approved by the Investors entitled to nominate and elect such director in accordance with the provisions of the Certificate and this Section 4.

Vacancies; Removal. (a) Subject to paragraph (b) of this Section 8.2, each director of the Corporation shall hold office until his or her death or resignation or until his or her successor shall have been duly elected and qualified. If any Investor Designee shall cease to serve as a director of the Corporation for any reason, the vacancy resulting thereby shall be filled by another director nominated by the Investor initially nominating that director. (b) Each Shareholder in its capacity as a holder of Shares agrees that it shall not vote in favor of a resolution in respect of the removal of an Investor Designee unless that resolution has been put forward by the Investor having the right to designate that director, and the removal of that director has been recommended by the Investor having the right to designate that director. Each Investor shall have the right to call a meeting of Shareholders to put forward a resolution of the Shareholders removing any director designated by it, with or without cause, at any time.