Removal of Board Members; Vacancies Sample Clauses

Removal of Board Members; Vacancies. (a) A Shareholder may at any time elect to remove or dismiss any member of the Board appointed or nominated by such Shareholder pursuant to Section 2.03, with or without cause. Upon such election, each other Shareholder shall vote all Shares for which such Shareholder is the registered holder or for which such Shareholder shall otherwise have the ability to control or direct the voting thereof at any such meeting of shareholders, or execute a written resolution with respect to all Shares for which such Shareholder is the registered holder or for which such Shareholder shall otherwise have the ability to control or direct the voting thereof, in favor of the removal or dismissal of any such Board member. In the event that the number of members of the Board nominated by a Shareholder exceeds the number that such Shareholder has the right to nominate pursuant to Section 2.03, such Shareholder shall promptly take all appropriate action to cause any such extra members of the Board nominated by such Shareholder to immediately resign or alternatively shall take such measures as are necessary to remove or dismiss such extra members.
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Removal of Board Members; Vacancies. Shareholder agrees to, and shall cause his Controlled Persons to, as applicable, cause the Voting Securities beneficially owned by him and such Persons (other than Voting Securities beneficially owned solely as a result of clause (b)(i) or (b)(iii) of the proviso in the definition of “beneficial ownership”) to: (i) be voted to ensure that no director elected in accordance with this Agreement is removed from office unless such removal is for cause and directed or approved by the Board; and (ii) be voted to ensure that any vacancy on the Board created by the resignation, removal or death of a director is filled by the then-remaining persons on the Board with due consideration given to any recommendation of the Nominating and Governance Committee.
Sample 1Sample 2
Removal of Board Members; Vacancies. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that:
Sample 1
Removal of Board Members; Vacancies. Each Shareholder agrees to vote all of the Shareholder’s Stock from time to time in whatever manner is necessary to ensure that:
Sample 1
Removal of Board Members; Vacancies. (a) No director elected pursuant to Section 4.2 of this Agreement may be removed from office unless (i) (A) in the case of a director designated pursuant to Sections 4.2(a) through (c), such removal is directed or approved by the Onex Stockholders, and (B) in the case of the Non-Onex Designee, and provided that Non-Onex Holders are then entitled to designate a director pursuant to Section 4.2(d), such removal is directed or approved by (x) the joint written agreement of the Major Non-Onex Stockholders or (y) the Holders of fifty percent (50%) of the Shares held by the Non-Onex Holders, or (ii) the Person(s) originally entitled to designate or approve such director or occupy such Board seat pursuant to Section 4.2 is no longer so entitled to designate or approve such director or occupy such Board seat, in which case the holders of a majority of the Shares outstanding and entitled to vote may remove such director.
Sample 1
Removal of Board Members; Vacancies. For so long as the Minimum Ownership Requirement is met, each Shareholder agrees to vote all of such Shareholder’s Shares from time to time and at all times in whatever manner as shall be necessary to ensure that: (i) the Samsung Director may not be removed from office without the consent of Samsung; and (ii) any vacancy created by the resignation, removal, or death of the Samsung Director is filled pursuant to the provisions of Section 2.1.
Sample 1

Related to Removal of Board Members; Vacancies

  • Removal of Board Members Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that:

  • 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 of Directors Unless otherwise restricted by law, any Director or the entire Board of Directors may be removed or expelled, with or without cause, at any time by the Member, and, subject to Section 10, any vacancy caused by any such removal or expulsion may be filled by action of the Member.

  • Election and Removal of Directors Upon election by the Member, each Director shall hold office until his or her death, disability, resignation or removal at any time at the pleasure of the Member. If a vacancy occurs on the Board, the Member shall, as soon as practicable after the occurrence of such vacancy, elect a successor so that the Board remains fully constituted at all times.

  • Filling Vacancies In the filling of vacancies, new positions, transfers or promotions, appointments shall be made to the employee with the required qualifications, and level of competency and efficiency as required by the position specifications, and where such requirements are equal, seniority shall be the determining factor.

  • JOB VACANCIES Vacancies or new positions shall be awarded to the senior employee applicant where the employee currently possesses the necessary capabilities to perform the work. Qualifications for the job shall be posted by the Employer, and the posting shall include the shift and number of hours for the position. No employee shall be eligible to bid on a job vacancy or new position until the employee has worked in the employee's existing job for a minimum of one hundred eighty (180) days. The provisions of the preceding sentence shall not apply when employees bid on vacancies or new positions in the employee's same classification. All vacancies shall be bulletined for a minimum of five (5) calendar days, and notice of the same furnished to the Union at the same time. Each Hospital shall develop a system to ensure that only applicants signing the posting during the five calendar day posting period will be considered. Temporary assignments may be made during such posting period only; provided assignments to a new classification may be on a temporary basis for ten (10) days. If a question arises as to the capability of an employee to perform the employee's duties after the above herein procedure has been used, that question, and any other question incidental thereto pertaining to the employee's classification and rate of pay, shall be settled by mutual agreement between the Employer and the Union. If such questions cannot be so settled, they shall be settled by arbitration as provided in Article 2. In filling vacancies or new positions, senior employees in the classification where the vacancy or new position is located shall be given preference. In the event that the vacant or new position cannot be filled with a qualified employee from that classification then qualified applicants from other classifications within the bargaining unit will be considered based on bargaining unit seniority.

  • Newly Created Directorships and Vacancies Subject to Section 5.5 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, 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.

  • Vacancies Whenever a vacancy in the Board of Trustees shall occur, the remaining Trustees may fill such vacancy by appointing an individual having the qualifications described in this Article by a written instrument signed by a majority of the Trustees then in office or may leave such vacancy unfilled or may reduce the number of Trustees; provided the aggregate number of Trustees after such reduction shall not be less than the minimum number required by Section 2.1 hereof; provided, further, that if the Shareholders of any class or series of Shares are entitled separately to elect one or more Trustees, a majority of the remaining Trustees or the sole remaining Trustee elected by that class or series may fill any vacancy among the number of Trustees elected by that class or series. Any vacancy created by an increase in Trustees may be filled by the appointment of an individual having the qualifications described in this Article made by a written instrument signed by a majority of the Trustees then in office. No vacancy shall operate to annul this Declaration or to revoke any existing agency created pursuant to the terms of this Declaration. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided herein, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration.

  • Board Composition and Board Designations The Company shall ensure that: (i) the qualifications of the persons serving as members of the Board of Directors and the overall composition of the Board comply with the Sxxxxxxx-Xxxxx Act, with the Exchange Act and with the listing rules of the Exchange or any other national securities exchange, as the case may be, in the event the Company seeks to have its Public Securities listed on another exchange or quoted on an automated quotation system, and (ii) if applicable, at least one member of the Audit Committee of the Board of Directors qualifies as an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing rules of the Exchange.

  • Appointment and Removal of Directors The Directors shall be appointed and may be removed as follows:

Time is Money Join Law Insider Premium to draft better contracts faster.