Common use of Newly Created Directorships and Vacancies Clause in Contracts

Newly Created Directorships and Vacancies. Subject to Section 5.5, newly created directorships resulting from an increase in the number of directors and any vacancies on the Board resulting from death, resignation, retirement, disqualification, removal or other cause may be filled solely and exclusively by a majority vote of the remaining directors then in office, even if less than a quorum or by a sole remaining director (and not by stockholders), and any director so chosen shall hold office for the remainder of the full term in which the vacancy occurred and until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal. In the event of a vacancy on the Board, the remaining directors, except as otherwise provided by law, shall exercise the powers of the full board until the vacancy is filled.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Landcadia Holdings II, Inc.)

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Newly Created Directorships and Vacancies. Subject to (a) Section 5.55.5 hereof and (b) the provisions of the Investor Rights Agreement, any newly created directorships resulting from an increase in the number of directors and any vacancies on the Board resulting from death, resignation, retirement, disqualification, removal or other cause may be filled solely and exclusively by a the majority vote of the remaining directors then in office, even if less than a quorum quorum, or by a sole remaining director (and not by stockholders), and any director so chosen shall hold office for until the remainder next annual meeting of the full term stockholders (or special meeting in which the vacancy occurred lieu thereof) and until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal. In the event of a vacancy vacancies on the Board, the remaining directors, except as otherwise provided by law, shall exercise the powers of the full board Board until the vacancy is filled.

Appears in 1 contract

Samples: Joinder Agreement (Sentinel Energy Services Inc.)

Newly Created Directorships and Vacancies. Subject to Section 5.5, newly created directorships resulting from an increase in the number of directors and any vacancies on the Board resulting from death, resignation, retirement, disqualification, removal or other cause may be filled solely and exclusively by a majority vote of the remaining directors then in office, even if less than a quorum or by a sole remaining director (and not by stockholders), and any director so chosen shall hold office for the remainder of the full term in which the vacancy occurred and until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removalremoval and Section 10.13(c). In the event of a vacancy on the Board, the remaining directors, except as otherwise provided by law, shall exercise the powers of the full board until the vacancy is filled.

Appears in 1 contract

Samples: Purchase Agreement (Landcadia Holdings II, Inc.)

Newly Created Directorships and Vacancies. Subject to Section 5.55.5 hereof, newly created directorships resulting from an increase in the number of directors and any vacancies on the Board resulting from death, resignation, retirement, disqualification, removal or other cause may be filled solely and exclusively by a majority vote of the remaining directors then in office, even if less than a quorum quorum, or by a sole remaining director (and not by stockholders), and any director so chosen shall hold office for the remainder of the full term of the class of directors to which the new directorship was added or in which the vacancy occurred and until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal. In ; provided, that, any vacancy created by the event removal of a vacancy on director pursuant to Section 5.4 during the Board, Specified Period may be filled by the remaining directors, except as otherwise provided by law, shall exercise the powers stockholders of the full board until Corporation holding a majority of the vacancy is filledvoting power of all then outstanding shares of capital stock of the Corporations entitled to vote generally in the election of directors.

Appears in 1 contract

Samples: Equity Transfer and Acquisition Agreement (Chart Acquisition Corp.)

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Newly Created Directorships and Vacancies. Subject to (a) Section 5.55.5 hereof and (b) the provisions of the Investor Rights Agreement, any newly created directorships resulting from an increase in the number of directors and any vacancies on the Board resulting from death, resignation, retirement, disqualification, removal or other cause may be filled solely and exclusively by a the majority vote of the remaining directors then in office, even if less than a quorum quorum, or by a sole remaining director (and not by stockholders), and any director so chosen shall hold office for the remainder of the full term of the class of directors to which the new directorship was added or in which the vacancy vacancies occurred and until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal. In the event of a vacancy vacancies on the Board, the remaining directors, except as otherwise provided by law, shall exercise the powers of the full board Board until the vacancy is filled.

Appears in 1 contract

Samples: Joinder Agreement (Sentinel Energy Services Inc.)

Newly Created Directorships and Vacancies. Subject to Section 5.55.5 hereof, newly created directorships resulting from an increase in the number of directors and any vacancies on the Board resulting from death, resignation, retirement, disqualification, removal or other cause may be filled solely and exclusively by a majority vote of the remaining directors then in office, even if less than a quorum quorum, or by a sole remaining director (and not by stockholders), and any director so chosen shall hold office for the remainder of the full term of the class of directors to which the new directorship was added or in which the vacancy occurred and until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal. In the event of a vacancy on the Board, the remaining directors, except as otherwise provided by law, shall exercise the powers of the full board Board until the vacancy is filled.

Appears in 1 contract

Samples: Business Combination Agreement and Plan of Merger (ROI Acquisition Corp.)

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