Vacation of Office. The office of a Director will be vacated if: (a) a Director resigns his office by notice in writing to the Company; (b) a Director dies; (c) an order is made by any competent court or official on the grounds that a Director is or may be suffering from mental disorder or is otherwise incapable of managing his affairs and a majority of the Directors resolve that his office be vacated; (d) without leave, a Director is absent from meetings of the Board (unless an alternate Director appointed by him attends in his place) for a continuous period of 6 months, and a majority of the Directors resolve that his office be vacated; (e) a Director becomes bankrupt or has a receiving order made against him or suspends payment or compounds with his creditors generally; (f) a Director ceases to be or is prohibited from being a Director by law or by virtue of any provisions in the Memorandum and Articles of Association; (g) a Director is removed from office by notice in writing served upon him signed by not less than a majority in number (or, if that is not a round number, the nearest lower round number) of the Directors (including himself) then in office; provided that a Director appointed by a Shareholder may only be removed by that Shareholder pursuant to clauses 2.1, 2.2 and 2.5; or (h) a Director is removed under clause 2.1(c) or 2.2(c) (as applicable);
Appears in 4 contracts
Samples: Shareholders’ Agreement, Shareholder Agreement (STUDIO CITY INTERNATIONAL HOLDINGS LTD), Shareholders’ Agreement (Melco Resorts & Entertainment LTD)
Vacation of Office. The office of a Director will be vacated if:
(a) a Director resigns his office by notice in writing to the Company;
(b) a Director dies;
(c) an order is made by any competent court or official on the grounds that a Director is or may be suffering from mental disorder or is otherwise incapable of managing his affairs and a majority of the Directors resolve that his office be vacated;
(d) without leave, a Director is absent from meetings of the Board (unless an alternate Director appointed by him attends in his place) for a continuous period of 6 months, and a majority of the Directors resolve that his office be vacated;
(e) a Director becomes bankrupt or has a receiving order made against him or suspends payment or compounds with his creditors generally;
(f) a Director ceases to be or is prohibited from being a Director by law or by virtue of any provisions in the Memorandum and Articles of Association;
(g) a Director is removed from office by notice in writing served upon him signed by not less than a majority in number (or, if that is not a round number, the nearest lower round number) of the Directors (including himself) then in office; provided that a Director appointed by a Shareholder may only be removed by that Shareholder pursuant to clauses 2.1, 2.2 and 2.5; or
or Table of Contents (h) a Director is removed under clause 2.1(c) or 2.2(c) (as applicable);
Appears in 1 contract
Samples: Shareholders’ Agreement (STUDIO CITY INTERNATIONAL HOLDINGS LTD)