Removal; Vacancies. Upon request by any Designated Sponsor Fund to (i) cause the removal of any of its respective designees to the Board, each Sponsor shall take all Necessary Action to cause the removal of any such designee at the request of the applicable Designated Sponsor Fund or (ii) designate for election to the Board a director to fill any vacancy created by reason of death, removal or resignation of any of its designees to the Board, and each Sponsor shall take all Necessary Action to cause any such vacancy to be filled by a replacement director designated by such Designated Sponsor Fund as promptly as reasonably practicable; provided, that, for the avoidance of doubt and notwithstanding anything to the contrary in this Section 2.01(e), no Designated Sponsor Fund shall have the right to designate a replacement director, and the Sponsors shall not be required to take any action to cause any vacancy to be filled by any such designee, to the extent that election or appointment of such designee to the Board would result in the Board having as members, at any time, a number of directors designated by such Designated Sponsor Fund in excess of the number of directors that such Designated Sponsor Fund is then entitled to designate for membership on the Board pursuant to Section 2.01(c).
Removal; Vacancies. Any Manager may be removed either for or without cause by the Member. Any vacancy occurring in the Company Board shall be filled by the Member.
Removal; Vacancies. The Member may remove any manager of the Company at any time in its sole discretion. The Member shall appoint a replacement manager to fill any vacancy.
Removal; Vacancies. (a) Each Stockholder agrees to vote all of his, her or its Shares having voting power (and any other Shares over which he, she or it exercises voting control), or take any other action necessary for the removal of any director upon the request of the Founding Stockholders, and for the election to the Board of Directors of a substitute designated by the Founding Stockholders in accordance with the provisions hereof. Each Stockholder further agrees to vote all of his, her or its Shares having voting power (and any other Shares over which he, she or it exercises voting control) in such manner or take any other action as shall be necessary or appropriate to ensure that any vacancy on the Board of Directors occurring for any reason shall be filled only in accordance with the provisions of this Section 4.
Removal; Vacancies. Except as provided in Section 2(b), and subject to the Certificate of Incorporation and Bylaws of the Company, (i) each Stockholder shall have the exclusive right to remove its designees from the Board, and the Company and the Stockholders shall take all Necessary Action to cause the removal of any such designee at the request of the designating Stockholder and (ii) each Stockholder shall have the exclusive right to designate directors for election to the Board to fill vacancies created by reason of death, removal or resignation of its designees to the Board, and the Company and the Stockholders shall take all Necessary Action to cause any such vacancies to be filled by replacement directors designated by such designating Stockholder as promptly as reasonably practicable. For the avoidance of doubt and notwithstanding anything to the contrary in this paragraph, no Stockholder shall have the right to designate a replacement director, and the Company and the Stockholders shall not be required to take any action to cause any vacancy to be filled by any such designee, to the extent that election or appointment of such designee to the Board would result in a number of directors designated by such Stockholder in excess of the number of directors that such Stockholder is then entitled to designate for membership on the Board pursuant to this Agreement.
Removal; Vacancies. Any officers of the Company may be removed from office at any time by the Board of Directors, with or without cause. Any vacancy occurring in any office of the Company may be filled by the Board of Directors.
Removal; Vacancies. Any director of the Company may be removed from the Board in the manner allowed by law and the Restated Certificate and Bylaws, but with respect to any director nominated pursuant to Section 4.3(a) above, only upon the vote or written consent of the Stockholders (or other Persons) entitled to nominate such director. Any vacancy created by the resignation, removal or death of a director elected pursuant to Section 4.3 above shall be filled pursuant to the provisions of Section 4.3.
Removal; Vacancies. Except as provided in Section 3.1(h), (i) each Stockholder shall have the exclusive right to remove its designees (and, if applicable, the Non-Voting Observer) from the Board (including any committees thereof), and the Company and the Stockholders shall take all Necessary Action to cause the removal of any such designee (or, if applicable, the Non-Voting Observer) at the request of the designating Stockholder and (ii) each Stockholder shall have the exclusive right to designate directors (or, if applicable, the Non-Voting Observer) for election to the Board to fill vacancies created by reason of death, removal or resignation of its designees (or, if applicable, the Non-Voting Observer) to the Board (including any committees thereof), and the Company and the Stockholders shall take all Necessary Action to cause any such vacancies to be filled by replacement directors (or, if applicable, a Non-Voting Observer) designated by such designating Stockholder as promptly as reasonably practicable, in each case subject to any restrictions set forth in, and after obtaining any consents required by, Sections 3.1(b) – (f) and 3.1(l) applicable to such Stockholder appointing such replacement director (or, if applicable, a Non-Voting Observer). For the avoidance of doubt and notwithstanding anything to the contrary in this paragraph, no Stockholder shall have the right to designate a replacement director (or, if applicable, Non-Voting Observer), and the Company and the Stockholders shall not be required to take any action to cause any vacancy to be filled by any such designee, to the extent that election or appointment of such designee (or, if applicable, Non-Voting Observer) to the Board would result in a number of directors (or, if applicable, the Non-Voting Observer) designated by such Stockholder in excess of the number of directors that such Stockholder is then entitled to designate for membership on the Board (or, if applicable, as the Non-Voting Observer) pursuant to this Agreement. Following the Closing, except as set forth above, the appointment of directors to fill any Board vacancies will be the responsibility of the Nominating and Governance Committee and the Board.
Removal; Vacancies. (a) A Director may only be removed from the Board of Directors, with or without cause, by the Member who appointed such Director to serve on the Board.
Removal; Vacancies. Sponsor or Sellers, as applicable, shall have the exclusive right to (i) remove their nominees from the Board, and PubCo shall take all Necessary Action to cause the removal of any such nominee at the request of the applicable Party and (ii) designate directors for appointment to the Board to fill vacancies created by reason of death, removal, resignation or otherwise of its nominees to the Board, and PubCo shall take all Necessary Action to nominate or cause the Board to appoint, as applicable, replacement directors designated by the applicable Party to fill any such vacancies created pursuant to clause (i) or (ii) above as promptly as practicable after such designation (and in any event prior to the next meeting or action of the Board or applicable committee).
