Removal and Vacancy. Except as provided in this Section 3.04, no director appointed by a Shareholder(s) entitled to nominate such director under Section 3.03 shall be removed from the Board unless such Shareholder(s) consents to the removal; provided that any Shareholder shall have the right to remove a director, including any director nominated by another Shareholder, in the event that such director is determined by the relevant Governmental Authorities to have convicted of fraud under any applicable Laws. Upon the death, resignation, or incapacity of a director, or upon removal of a director by the Shareholder(s) entitled to nominate such director to the Board under Section 3.03, such Shareholder(s) entitled to nominate such director shall be entitled (and shall have the sole right in accordance with Section 3.03) to nominate such director’s replacement to the Board. Such replacement director shall be promptly seated on the Board following the delivery of director nomination letter to the Company by such Shareholder(s) entitled to so nominate. Any director nominated by a Shareholder as of right hereunder to a position on the Board, following such time as such Shareholder shall cease to hold the right hereunder to nominate individuals to occupy such position, shall be promptly removed therefrom (and such Shareholder undertakes to procure the resignation of such director(s)) as if a motion had been duly made for such removal under this Section 3.04. Upon a motion to remove any director from the Board in accordance with this Section 3.04, each Management SPV shall vote all of the Shares owned thereby to effect removal of such director from the Board.
Removal and Vacancy. The director who shall have been elected exclusively by the holders of the Series A Preferred Stock may be removed at any time by, and removed only by, the affirmative vote of the holders of a majority of the outstanding shares of such class at a special meeting of such holders called for that purpose. A vacancy in the directorship filled exclusively by the holders of Series A Preferred Stock shall be filled
Removal and Vacancy. Except as otherwise provided in this Section 3, neither Technologies, Xxxxx, Tritium nor any Stockholder shall vote to remove any member of the Board designated in accordance with the foregoing provisions of this Section 3 unless the party who designated such director (the "Designating Party") shall so vote or otherwise consent, and, if the Designating Party shall so vote or otherwise consent, then the non-designating parties shall likewise so vote. Each of Tritium, Technologies and the Stockholders shall vote all Shares of TTI owned or controlled by Tritium, Technologies and such Stockholders and Xxxxx shall vote all Preferred Shares owned by Xxxxx, in accordance with each such new designation, and no such vacancy shall be filled in the absence of a new designation by the original Designating Party.
Removal and Vacancy. Only Holders of the Series A Preferred (to the extent they are entitled to vote thereon) shall be entitled to vote on the removal, with cause, of any director elected by the holders of Series A Preferred (to the extent they are entitled to vote thereon). Any vacancy in the office of a director created by the death, resignation or removal of a director elected by the holders of the Series A Preferred (to the extent they are entitled to vote thereon) may be filled only by a vote of holders of the Series A Preferred. Any director elected by the stockholders to fill a vacancy shall serve until the annual meeting at which time such director's term expires and until his or her successor has been elected and has qualified, unless removed and replaced pursuant to this subsection 9(c).
Removal and Vacancy. (a) An Investor Director may be removed from office, (by written notice) only by the Investor nominating such Director and the vacancy thus created on the Board may be filled (by written notice) by the relevant Investor. Any such act shall become effective on the date fixed in such notice, or upon the delivery of such notice to the Company, whichever is later. Provided however that, an Investor Director shall be removed from office, in the event the number of Shares held by the Investor nominating such Investor Director falls below the Minimum Shares or such Investor Director is not compliant with Clause 2.3, above.
