Private Power Director Sample Clauses

Private Power Director. So long as any shares of the Corporation’s Class B Common Stock or Class C Common Stock are held by Stockholders that are Private Power Participants, such Private Power Participants, by majority vote, voting together as a separate class with each Private Power Participant entitled to one (1) vote per Private Power Participant (each Private Power Participant and all of its Affiliates shall have one vote in the aggregate), shall be entitled to elect one (1) Director (the “Private Power Director”) at each meeting or pursuant to consent of the Corporation’s stockholders for the election of Directors. The designation of the Private Power Director as a Class II Director or a Class III Director (in each instance as defined in Article III, Section 1 of the Bylaws and Section 5.5 of the Restated Formation Agreement) shall be in conformance with Article III, Section 1 of the Bylaws and Section 5.5 of the Restated Formation Agreement (the Private Power Director shall neither be a Class I Director (as defined in Article III, Section 1 of the Bylaws and Section 5.5 of the Restated Formation Agreement) nor in the same class as the Public Power Director (as defined below)). At any time and from time to time, acting by written consent or pursuant to a stockholder vote, the Private Power Participants, by majority vote, voting together as a separate class with each Private Power Participant entitled to one (1) vote per Private Power Participant (each Private Power Participant and all of its Affiliates shall have one vote in the aggregate), shall be entitled to: (X) remove from office the Private Power Director, for Cause (as defined below), provided that the decision to remove the Private Power Director for Cause is confirmed by a vote of a majority of the Other Directors; and (Y) fill any vacancy caused by the resignation, death or removal of such Director.