Removal; Election of Successors Sample Clauses

Removal; Election of Successors. If (a) the Company receives a written notice that Shareholders holding a majority of the voting power of the Equity Securities held by the Shareholders wish to remove a director elected pursuant to Section 2.1, or (b) such director shall have resigned or shall be unable to serve, then, in any such case, the Company and the Shareholders agree to take such action as may be necessary to call a special meeting of the stockholders of the Company for the purpose of effecting any such removal or filling such vacancy, as the case may be, and at such meeting each Shareholder shall vote to accomplish said result.
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Removal; Election of Successors. If the Company receives a written notice from the Member holding a Majority in Interest that it wishes to remove a member of the Governing Board (in accordance with its Organizational Documents) or that a member of an Applicable Board shall have resigned or shall be unable to serve, then, in any such case, the Company and the Members agree to take such action as may be necessary to call a special meeting of the Members of the Company or the members or shareholders of any subsidiary of the Company, as applicable, or to act by written consent for the purpose of effecting any such removal or filling such vacancy, as the case may be, and at such meeting or in such written consent each Member shall vote to accomplish said result.
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Removal; Election of Successors. If (a) any Series A Director elected pursuant to Section 2.1 is removed or (b) such a director shall have resigned or shall be unable to serve, then, in any such case, the Company and the Shareholders will use their best efforts to cause the Board of Directors to appoint a replacement Series A Director nominated by SI or Ascent, as applicable, to serve on the Board of Directors until the next annual meeting of shareholders and to include such person on the slate of directors to be elected at such next annual meeting. At such meeting each Shareholder shall vote to accomplish said result. The procedures set forth in this Section 2, including Section 2.1, shall apply to the nomination and election of any replacement for a Series A Director. If requested by SI, at the next annual meeting of shareholders, the Company will include on the agenda an amendment to its Certificate of Incorporation to permit the Series A Director designated by SI to be removed with or without cause by the Series A Shareholders only and without the approval or concurrence of the holders of outstanding shares of any other class of voting stock.
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Removal; Election of Successors. If the Company receives a written notice that either the Members holding a majority of the Class A Units then held by all Members or the Members holding a majority of the Class B Units then held by all Members desire to remove a Director designated by the applicable Members, the Company and each of the Members agrees to take such action as is necessary to call a special meeting of the Members of the Company (or effect a written consent in lieu thereof) for the purpose of effecting any such removal, and at such meeting (or in effecting such consent for any reason) each of the Members shall vote to accomplish said result, provided that, subject to Section 4.09(g), for so long as FNBO and its Affiliates collectively hold Class B Units representing 17.5% or more of the outstanding Units, only FNBO may deliver such written notice in respect of the removal of any Director designated by FNBO. In the event that any Director is removed or shall have resigned or become unable to serve, the Member that had the power to designate such Director pursuant to Section 4.01(d)(i) shall have the power to designate a person to fill such vacancy, and shall nominate an individual to fill such vacancy within thirty (30) days of any removal or resignation, whereupon the Company and each of the Members agrees to take such action as is necessary to elect such person to fill such vacancy promptly (including, if necessary, calling a special meeting of the Members of the Company (or effecting a written consent in lieu thereof) and voting all Units owned by such Members to accomplish such result). Other than as provided in this Section 4.01(d)(iii), no Member shall, nor have the power of authority to, vote in favor of the removal of any Director who shall have been designated or nominated pursuant to Section 4.01(d)(i). Any Director designated by a majority of the Board of Directors pursuant to Section 4.01(e) to fill a newly created Director position may be removed by a vote of the majority of the Board of Directors.
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Removal; Election of Successors. If (a) any Series A Director or Series C Director elected pursuant to Section 2.1 is removed or (b) such a director shall have resigned or shall be unable to serve, then, in any such case, the Company and the Shareholders will use their best efforts to cause the Board of Directors to appoint a replacement Series A Director or Series C Director as applicable nominated by SI, Apex or Ascent, to serve on the Board of Directors until the next annual meeting of shareholders and to include such person on the slate of directors to be elected at such next annual meeting. At such meeting each Shareholder shall vote to accomplish said result. The procedures set forth in this Section 2, including Section 2.1, shall apply to the nomination and election of any replacement for a Series A Director or Series C Director. If requested by SI, at the next annual meeting of shareholders, the Company will include on the agenda an amendment to its Certificate of Incorporation to permit the Series A Director designated by SI to be removed with or without cause by the Series A Shareholders only and without the approval or concurrence of the holders of outstanding shares of any other class of voting stock.
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Related to Removal; Election of Successors

  • Appointment of Successor (a) Upon the Servicer’s receipt of notice of termination pursuant to Section 8.01 or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date sixty (60) days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunder, the Indenture Trustee shall appoint a Successor Servicer, which shall be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivables, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form acceptable to the Owner Trustee and the Indenture Trustee. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivables, as the successor to the Servicer under this Agreement. In connection therewith, the Indenture Trustee is authorized and empowered to offer such successor servicer compensation up to, but not in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon such appointment, the Indenture Trustee will be released from the duties and obligations of acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer.

  • Resignation, Removal and Appointment of Successors (a) The Company agrees, for the benefit of the holders from time to time of the Warrant Certificates, that there shall at all times be a Warrant Agent hereunder until all the Warrants have been exercised or are no longer exercisable.

  • Resignation and Removal; Appointment of Successor (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 6.11.

  • Appointment of Successor Custodian If a successor custodian shall have been appointed by the Board of Trustees, the Custodian shall, upon receipt of a notice of acceptance by the successor custodian, on such specified date of termination (i) deliver directly to the successor custodian all Securities (other than Securities held in a Book-Entry System or Securities Depository) and cash then owned by the Fund and held by the Custodian as custodian, and (ii) transfer any Securities held in a Book-Entry System or Securities Depository to an account of or for the benefit of the Fund at the successor custodian, provided that the Trust shall have paid to the Custodian all fees, expenses and other amounts to the payment or reimbursement of which it shall then be entitled. In addition, the Custodian shall, at the expense of the Trust, transfer to such successor all relevant books, records, correspondence, and other data established or maintained by the Custodian under this Agreement in a form reasonably acceptable to the Trust (if such form differs from the form in which the Custodian has maintained the same, the Trust shall pay any expenses associated with transferring the data to such form), and will cooperate in the transfer of such duties and responsibilities, including provision for assistance from the Custodian’s personnel in the establishment of books, records, and other data by such successor. Upon such delivery and transfer, the Custodian shall be relieved of all obligations under this Agreement.

  • RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR CUSTODIAN The Depositary may at any time resign as Depositary under the Deposit Agreement by written notice of its election so to do delivered to the Company, to become effective upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. The Depositary may at any time be removed by the Company by 90 days’ prior written notice of that removal, to become effective upon the later of (i) the 90th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of its appointment as provided in the Deposit Agreement. The Depositary in its discretion may at any time appoint a substitute or additional custodian or custodians.

  • Resignation and Appointment of Successor (a) The Company agrees, for the benefit of the holders from time to time of the Warrant Certificates, that there shall at all times be a Warrant Agent hereunder until all the Warrants have been exercised or are no longer exercisable.

  • Resignation; Removal; Successor (a) The Calculation Agent may at any time resign by giving written notice to the Company of such intention on its part, specifying the date on which its desired resignation shall become effective, subject to the appointment of a successor Calculation Agent and acceptance of such appointment by such successor Calculation Agent, as hereinafter provided. The Calculation Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed by or on behalf of the Company and specifying such removal and the date when it shall become effective. Such resignation or removal shall take effect upon the appointment by the Company, as hereinafter provided, of a successor Calculation Agent and the acceptance of such appointment by such successor Calculation Agent. In the event a successor Calculation Agent has not been appointed and has not accepted its duties within 90 days of the Calculation Agent's notice of resignation, the Calculation Agent may apply to any court of competent jurisdiction for the designation of a successor Calculation Agent.

  • Effect of Death, Resignation, Removal, etc. of a Trustee The death, declination, resignation, retirement, removal, declaration as bankrupt or incapacity of one or more Trustees, or of all of them, shall not operate to dissolve the Trust or any Series or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever a vacancy in the Board of Trustees shall occur, until such vacancy is filled as provided in this Article IV, Section 1, the Trustee(s) in office, regardless of the number, shall have all the powers granted to the Board of Trustees and shall discharge all the duties imposed upon the Board of Trustees by this Declaration of Trust. In the event of the death, declination, resignation, retirement, removal, declaration as bankrupt or incapacity of all of the then Trustees, the Trust’s Investment Adviser(s) is (are) empowered to appoint new Trustees subject to the provisions of Section 16(a) of the 1940 Act.

  • Resignation and Removal; Appointment of Successor Trustee (a) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice of resignation to the Issuer and by mailing notice thereof by first class mail to Holders of the applicable series of Securities at their last addresses as they shall appear on the Security register. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee or trustees. If no successor trustee shall have been so appointed with respect to any series and have accepted appointment within 30 days after the mailing of such notice of resignation, the resigning trustee at the Issuer’s expense may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 4.12, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee.

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