Common use of Removal of Board Members Clause in Contracts

Removal of Board Members. Each Stockholder also agrees to vote all of his, her or its Shares from time to time and at all times in whatever manner as shall be necessary to ensure that (i) no director elected pursuant to Section 1.1 of this Agreement may be removed from office other than for cause unless (A) such removal is directed or approved by the affirmative vote of the holders of the shares of stock entitled under Section 1.1 to designate that director or (B) the person(s) or entity(ies) originally entitled to designate or approve such director pursuant to Section 1.1 are no longer so entitled to designate or approve such director; and (ii) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 1.1 shall be filled pursuant to the provisions of Section 1.1. All Stockholders agree to execute any written consents required to effectuate the obligations of this Agreement, and the Company agrees at the request of any Party entitled to designate directors to call a special meeting of stockholders for the purpose of electing directors. So long as the stockholders of the Company are entitled to cumulative voting, if less than the entire Board is to be removed, no director may be removed without cause if the votes cast against his or her removal would be sufficient to elect such director if then cumulatively voted at an election of the entire board of directors.

Appears in 1 contract

Samples: Adoption Agreement (Arrowhead Research Corp)

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Removal of Board Members. 12 Each Stockholder Shareholder also agrees to vote vote, or cause to be voted, all of hisShares owned by such Shareholder, her or its Shares over which such Shareholder has voting control, from time to time and at all times times, in whatever manner as shall be necessary to ensure that (i) that: no director elected pursuant to Section 1.1 ‎1.2 of this Agreement may be removed from office [other than for cause cause] unless (Ai) such removal is directed or approved by the affirmative vote of the Person(s), or of the holders of at least [specify percentage] of the shares of stock Shares, entitled under Section 1.1 ‎1.2 to designate that director director;13 or (Bii) the person(s) or entity(iesPerson(s) originally entitled to designate or approve such director [or occupy such Board seat] pursuant to Section 1.1 are ‎1.2 is no longer so entitled to designate or approve such directordirector [or occupy such Board seat]; and (ii) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 1.1 ‎1.2 shall be filled pursuant to the provisions of this Section 1.1‎1.;14 and upon the request of any party entitled to designate a director as provided in Section ‎1.2 to remove such director, such director shall be removed15. All Stockholders Shareholders agree to execute any written consents resolutions required to effectuate perform the obligations of this AgreementSection 1., and the Company agrees at the request of any Party Person or group entitled to designate directors to call a special meeting of stockholders shareholders for the purpose of electing directors. [So long as the stockholders shareholders of the Company are entitled to cumulative voting, if less than the entire Board is to be removed, no director may be removed without cause if the votes cast against his or her removal would be sufficient to elect such director if then cumulatively voted at an election of the entire board of directorsBoard.]

Appears in 1 contract

Samples: Adoption Agreement

Removal of Board Members. 12 Each Stockholder Shareholder also agrees to vote vote, or cause to be voted, all of hisShares owned by such Shareholder, her or its Shares over which such Shareholder has voting control, from time to time and at all times times, in whatever manner as shall be necessary to ensure that (i) that: no director elected pursuant to Section 1.1 ‎1.2 of this Agreement may be removed from office [other than for cause cause] unless (Ai) such removal is directed or approved by the affirmative vote of the Person(s), or of the holders of at least [specify percentage] of the shares of stock Shares, entitled under Section 1.1 ‎1.2 to designate that director director;13 or (Bii) the person(s) or entity(iesPerson(s) originally entitled to designate or approve such director [or occupy such Board seat] pursuant to Section 1.1 are ‎1.2 is no longer so entitled to designate or approve such directordirector [or occupy such Board seat]; and (ii) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 1.1 ‎1.2 shall be filled pursuant to the provisions of this Section 1.1‎1;14 and upon the request of any party entitled to designate a director as provided in Section ‎1.2 to remove such director, such director shall be removed15. All Stockholders Shareholders agree to execute any written consents resolutions required to effectuate perform the obligations of this AgreementSection 1, and the Company agrees at the request of any Party Person or group entitled to designate directors to call a special meeting of stockholders shareholders for the purpose of electing directors. [So long as the stockholders shareholders of the Company are entitled to cumulative voting, if less than the entire Board is to be removed, no director may be removed without cause if the votes cast against his or her removal would be sufficient to elect such director if then cumulatively voted at an election of the entire board of directorsBoard.]

Appears in 1 contract

Samples: Adoption Agreement

Removal of Board Members. Each Stockholder also agrees to vote vote, or cause to be voted, all of hisShares owned by such Stockholder, her or its Shares over which such Stockholder has voting control, from time to time and at all times times, in whatever manner as shall be necessary to ensure that (i) that: no director elected pursuant to Section 1.1 Subsections 1.2 or 1.3 of this Agreement may be removed from office other than for cause unless (Ai) such removal is directed or approved by the affirmative vote of the Person(s), or of the holders of at least a majority of the shares of stock stock, as the case may be, entitled under Section 1.1 Subsection 1.2 to designate that director director; or (Bii) the person(s) or entity(iesPerson(s) originally entitled to designate or approve such director pursuant to Section 1.1 are Subsection 1.2 is no longer so entitled to designate or approve such directordirector pursuant to the terms of Subsection 1.2; and (ii) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 1.1 Subsections 1.2 or 1.3 shall be filled pursuant to the provisions of this Section 1.11; and upon the request of any party entitled to designate a director as provided in Subsections 1.2(a), 1.2(b), 1.2(c) or 1.2(d) to remove such director, such director shall be removed. All Stockholders agree to execute any written consents required to effectuate perform the obligations of this AgreementSection 1, and the Company agrees at the request of any Party Person or group entitled to designate directors to call a special meeting of stockholders for the purpose of electing directors. So long as the stockholders of the Company are entitled to cumulative voting, if less than the entire Board is to be removed, no director may be removed without cause if the votes cast against his or her removal would be sufficient to elect such director if then cumulatively voted at an election of the entire board of directors.

Appears in 1 contract

Samples: Stockholder Agreement

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Removal of Board Members. 10 Each Stockholder also agrees to vote vote, or cause to be voted, all of hisShares owned by such Stockholder, her or its Shares over which such Stockholder has voting control, from time to time and at all times times, in whatever manner as shall be necessary to ensure that (i) that: no director elected pursuant to Section 1.1 1.2 of this Agreement may be removed from office [other than for cause cause] unless (Ai) such removal is directed or approved by the affirmative vote of the Person(s), or of the holders of at least [specify percentage] of the shares of stock stock, entitled under Section 1.1 1.2 to designate that director director;11 or (Bii) the person(s) or entity(iesPerson(s) originally entitled to designate or approve such director [or occupy such Board seat] pursuant to Section 1.1 are 1.2 is no longer so entitled to designate or approve such directordirector [or occupy such Board seat]; and (ii) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 1.1 1.2 shall be filled pursuant to the provisions of this Section 1.1. 1;12 and upon the request of any party entitled to designate a director as provided in Section 1.2 to remove such director, such director shall be removed.13 All Stockholders agree to execute any written consents required to effectuate perform the obligations of this AgreementSection 1, and the Company agrees at the request of any Party Person or group entitled to designate directors to call a special meeting of stockholders for the purpose of electing directors. [So long as the stockholders of the Company are entitled to cumulative voting, if less than the entire Board is to be removed, no director may be removed without cause if the votes cast against his or her removal would be sufficient to elect such director if then cumulatively voted at an election of the entire board of directorsBoard.]

Appears in 1 contract

Samples: Adoption Agreement

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