Vacancies; Resignation; Removal Sample Clauses
Vacancies; Resignation; Removal. From and after the date when Shares are first sold pursuant to a public offering and subject to any voting powers of one or more classes or series of Shares as set forth in this Declaration or in the Bylaws or by resolution of the Board of Trustees, any vacancies occurring in the Board of Trustees may be filled by the Trustees as set forth below. Prior to the date when Shares are first sold pursuant to a public offering, subject to any limitations imposed by the 1940 Act or other applicable law, any vacancies occurring in the Board of Trustees may be filled by the Trustees without any action by or meeting of Shareholders. Subject to any limitations imposed by the 1940 Act or other applicable law, any vacancy occurring in the Board of Trustees that results from an increase in the number of Trustees may be filled by a majority of the entire Board of Trustees, and any other vacancy occurring in the Board of Trustees may be filled by a majority of the Trustees then in office, whether or not sufficient to constitute a quorum, or by a sole remaining Trustee; provided, however, that if the Shareholders of any class or series of Shares are entitled separately to elect one or more Trustees, a majority of the remaining Trustees elected by that class or series or the sole remaining Trustee elected by that class or series may fill any vacancy among the number of Trustees elected by that class or series. A Trustee elected by the Board of Trustees to fill any vacancy occurring in the Board of Trustees shall serve until the next annual meeting of Shareholders and until his successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office. At any annual meeting of Shareholders, any Trustee elected to fill any vacancy occurring in the Board of Trustees that has arisen since the preceding annual meeting of Shareholders (whether or not any such vacancy has been filled by election of a new Trustee by the Board of Trustees) shall hold office for a term which coincides with the remaining term of the Class of Trustee to which such office was previously assigned, if such vacancy arose other than by an increase in the number of Trustees, and until his successor shall be elected and shall qualify. In the event such vacancy arose due to an increase in the number of Trustees, any Trustee so elected to fill such vacancy at an annual meeting shall hold office for a term which coincides with that of the Class...
Vacancies; Resignation; Removal. From and after the date when Shares are first sold pursuant to a public offering and subject to any voting powers of one or more classes or series of Shares as set forth in this Declaration or in the Bylaws or by resolution of the Board of Trustees, any vacancies occurring in the Board of Trustees may be filled by the Trustees as set forth below. Prior to the date when Shares are first sold pursuant to a public offering, subject to any limitations imposed by the 1940 Act or other applicable law, any vacancies occurring in the Board of Trustees may be filled by the Trustees without any action by or meeting of Shareholders. Subject to any limitations imposed by the 1940 Act or other applicable law, any vacancy occurring in the Board of Trustees that results from an increase in the number of Trustees may be filled by a majority of the entire Board of Trustees, and any other vacancy occurring in the Board of Trustees may be filled by a majority of the Trustees then in office, whether or not sufficient to constitute a quorum, or by a sole remaining Trustee; provided, however, that if the Shareholders of any class or series of Shares are entitled separately to elect one or more Trustees, a majority of the remaining Trustees elected by that class or series or the sole remaining Trustee elected by that class or series may fill any vacancy among the number of Trustees elected by that class or
Vacancies; Resignation; Removal. (a) Vacancies on the Board of Trustees, whether resulting from an increase in the number of Trustees or otherwise, shall be filled in the manner provided in the Bylaws.
(b) Any Trustee may resign or retire as a Trustee by an instrument in writing signed by him and delivered to the Secretary of the Trust, and such resignation or retirement shall be effective upon such delivery, or at a later date according to the terms of the instrument. Except as required by applicable law, a Trustee may be removed from office (a) with or without Cause (as hereinafter defined) by the affirmative vote of all the remaining Trustees or (b) with Cause by the action of at least 75% of the outstanding Shares of the classes or series of Shares entitled to vote for the election of such Trustee. A Trustee judged incompetent or for whom a guardian or conservator has been appointed shall be deemed to have resigned as of the date of such adjudication or appointment. Upon the resignation or removal of any Trustee, or his or her otherwise ceasing to be a Trustee, he or she shall execute and deliver such documents as the remaining Trustees shall require for the conveyance of any Trust property held in his or her name, shall account to the remaining trustees as they require for all property which he or she holds as Trustee and shall thereupon be discharged as Trustee. Upon the incapacity or death of any Trustee, his or her legal representative shall perform the acts set forth in the preceding sentence and the discharge mentioned therein shall run to such legal representative and to the incapacitated Trustee or the estate of the deceased Trustee, as the case may be. “Cause” for these purposes shall require willful misconduct, dishonesty or fraud on the part of the Trustee in the conduct of his office or such Trustee being convicted of a felony.
Vacancies; Resignation; Removal. Vacancies on the Board of Trustees, whether resulting from an increase in the number of Trustees or otherwise, shall be filled in the manner provided in the Bylaws.
Vacancies; Resignation; Removal. (a) Subject to Sections 3.3(d) and 3.3(e), each director shall hold his office until the annual meeting of the stockholders of the Company for the year in which his term expires and until his successor shall be duly elected and qualified, subject, however, to prior death, resignation, retirement, disqualification or removal from office.
(b) If any CIG Media Director shall cease for any reason to serve as a director of the Company for any reason, the vacancy resulting thereby shall be filled by another individual selected by the CIG Media Parties to replace such director. If any CIG Media Director serving on any committee of the Board or on any board of directors or other similar managing body (and any committee thereof) of any Subsidiary of the Company shall cease for any reason to serve as a member of any such committee, board of directors, or other similar managing body, as the case may be, he shall be succeeded by another CIG Media Director selected by the CIG Media Parties if the CIG Media Parties are then entitled to designate a CIG Media Director to replace such director.
(c) If any NBCU Director shall cease for any reason to serve as a director of the Company for any reason, the vacancy resulting thereby shall be filled by another individual selected by the NBCU Parties to replace such director. If any NBCU Director serving on any committee of the Board or on any board of directors or other similar managing body (and any committee thereof) of any Subsidiary of the Company shall cease for any reason to serve as a member of any such committee, board of directors, or other similar managing body, as the case may be, he shall be succeeded by another NBCU Director selected by the NBCU Parties if the NBCU Parties are then entitled to designate an NBCU Director to replace such director.
(d) In the event that the CIG Media Parties or the NBCU Parties, as the case may be, lose their right to designate one or more directors pursuant to Section 3.1(b) as a result of ceasing to hold the requisite percentage ownership of Voting Shares or as a result of any restrictions imposed by applicable law, including the Communications Act, the CIG Media Parties or the NBCU Parties, as the case may be, shall cause one or more of such their designees to resign from the Board (and any committee thereof) and from any board of directors or other similar managing body (and any committee thereof) of any Subsidiary of the Company; provided, that if the CIG Media Parties or the NBCU...
Vacancies; Resignation; Removal. Subject to Sections 3.3(d) and 3.3(e), each director shall hold his office until the annual meeting of the stockholders of the Company for the year in which his term expires and until his successor shall be duly elected and qualified, subject, however, to prior death, resignation, retirement, disqualification or removal from office.
Vacancies; Resignation; Removal. (a) Subject to Section 3.3(b), each director shall hold his office until his death or resignation or until his successor shall have been duly elected and qualified. If any THL Director or the Advent Director shall cease for any reason to serve as a director of the Company, the vacancy resulting thereby shall be filled by another Person selected by such director’s Designating Party if his or her Designating Party is then entitled to designate a THL Director or Advent Director, as the case may be. If any THL Director or Advent Director serving on any committee of the Board shall cease for any reason to serve as a member of any such committee, he or she shall be succeeded by another THL Director or Advent Director selected by his or her Designating Party, if his or her Designating Party is then entitled to designate a THL Director or Advent Director, as the case may be.
(b) If the American Greetings Board Observer shall cease for any reason to serve as an observer to the Board, the vacancy resulting thereby shall be filled by another Person selected by such observer’s Designating Party if his or her Designating Party is then entitled to designate an observer to the Board.
(c) The removal from the Board of any THL Director or Advent Director or the removal of the American Greetings Board Observer shall be only at the written request of such director or observer’s Designating Party, provided that if a Designating Party no longer has the right to designate a director or observer pursuant to Section 3.1(b), the Board and the Stockholders shall promptly take all such action necessary or desirable to cause the removal of such incumbent director(s) or observer from office. Except as set forth in Sections 3.3(a) or 3.3(b), any vacancy on the Board or of an observer to the Board shall be filled by the THL Party.