Removal; Replacement Clause Samples

Removal; Replacement. All Roomlinx Key Personnel shall be assigned to perform the Services on such basis (e.g., full time assignment or otherwise) as needed to ensure that the Services contemplated hereunder are provided in an efficient and timely manner and in accordance with this Agreement. For two (2) years from the effective date of the applicable Statement of Work, Roomlinx shall not: (A) undertake any action with respect to any Roomlinx Key Personnel that would result in the alteration or reduction of time expended by such Roomlinx Key Personnel in performance of Roomlinx’s duties under this Agreement; or (B) transfer, reassign or otherwise redeploy any Roomlinx Key Personnel from performance of Roomlinx’s duties under this Agreement, except in the case of a voluntary termination, disability, health-related incapacity or for cause. Conflicts with the foregoing notwithstanding, nothing herein shall modify Roomlinx’ right to terminate any of its employees or contractors pursuant to applicable law.

Removal; Replacement. 2 (i) At any time following the date of this Agreement, the ▇▇▇▇▇▇▇ Investor or the Monarch Investor may deliver, in its sole discretion, a written request to the Company (a “Removal Request”) with respect to a ▇▇▇▇▇▇▇ Director or a Monarch Director, as applicable, which Removal Request may designate a replacement Director. Upon receipt of a valid Removal Request by the Company, the Company, the Board and each Investor shall, as promptly as practicable, take all Necessary Action to remove the Director identified in such Removal Request and to cause such proposed replacement Director (if any) to be appointed to the Board.

Removal; Replacement. Any Manager may resign at any time by giving written notice to the Board. Any Manager may be removed at any time by the Persons entitled to appoint and approve such Manager pursuant to Section 6.1.1(a). Any vacancies created by the resignation, removal or death of a Manager shall be filled in accordance with Section 6.1.1(a).

Removal; Replacement. Any Representative may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time is specified, at the time of its receipt by the Board. The acceptance by the Board of a resignation of any Representative shall not be necessary to make such resignation effective, unless otherwise specified in such resignation. Any Representative may be removed (with or without cause) from time to time and at any time by a vote of Members holding a majority of the outstanding Class A Common Units. Any vacancy on the Board in respect of a Representative may be filled by a vote of Members holding a majority of the outstanding Class A Common Units.

Removal; Replacement. No director designated pursuant to Section 5.2 may be removed except by the holders of a majority of the shares of voting Common Stock entitled to nominate and appoint such director in accordance with Section 5.2, and each Stockholder hereby agrees to take all action necessary (including, without limitation, voting the shares of the Company's voting Common Stock owned or controlled by such Stockholder, calling special meetings of stockholders and executing and delivering written consents) for the purpose of accomplishing the foregoing. Immediately upon any Stockholder no longer being entitled to appoint one or more Director(s), such Director(s) shall resign or be removed from the Board by the relevant Stockholders. With respect to the vacancies on the Board of Directors referenced in Section 5. 1, or if a vacancy on the Board occurs by reason of the death, removal, resignation, retirement or election not to serve of a designee, the remaining directors and the Company shall cause the vacancy thereby created to be filled by a new designee as soon as possible, who is designated in the manner and by the persons specified in Section 5.2 and the Company and each Stockholder hereby agrees to take, at any time and from time to time, all actions necessary to accomplish the same; provided, however, that if any group fails to designate a representative in accordance with Section 5.2 above for a period of thirty (30) consecutive days, then such vacancy shall be filled by a vote of all of the shareholders of the Company holding voting Common Stock until such time as the board member is designated in accordance with Section 5.2.

Removal; Replacement. Customer may at its sole discretion notify Supplier of Contingent Worker whose performance is deemed unsatisfactory, including absenteeism at any time during their assignment in any respect. Customer will notify Supplier when such an event occurs. If Contingent Worker leaves or is removed from the assignment within the first two weeks, Supplier will not charge the Customer for the period worked by the Contingent Worker. Any Contingent Worker who is deemed unsatisfactory by Customer shall be notified as such and removed by Supplier with minimal disruption to Customer’s business and shall not be offered by Supplier to fill any other vacancy with Customer.

Removal; Replacement. (i) At any time following the date of this Agreement, the ▇▇▇▇▇▇▇ Investor or the Monarch Investor may deliver, in its sole discretion, a written request to the Company (a “Removal Request”) with respect to a ▇▇▇▇▇▇▇ Director or a Monarch Director, as applicable, which Removal Request may designate a replacement Director. Upon receipt of a valid Removal Request by the Company, the Company, the Board and each Investor shall, as promptly as practicable, take all Necessary Action to remove the Director identified in such Removal Request and to cause such proposed replacement Director (if any) to be appointed to the Board. (ii) If any ▇▇▇▇▇▇▇ Director resigns, dies, is removed or is unable to serve as a Director for any reason and, within 45 Business Days after such Director ceases to serve as a Director, the ▇▇▇▇▇▇▇ Investor designates a proposed replacement Director, then the Company, the Board and each Investor shall, as promptly as practicable, take all Necessary Action to cause such proposed replacement Director to be appointed to the Board. (iii) If any Monarch Director resigns, dies, is removed or is unable to serve as a Director for any reason and, within 45 Business Days after such Director ceases to serve as a Director, the Monarch Investor designates a proposed replacement Director, then the Company, the Board and each Investor shall, as promptly as practicable, take all Necessary Action to cause such proposed replacement Director to be appointed to the Board. (iv) If any Independent Director resigns, dies, is removed or is unable to serve as a Director for any reason, then the Company, the Board and each Investor shall, as promptly as practicable, take all Necessary Action to cause a replacement Director meeting the qualifications of an Independent Nominee to be appointed to the Board.

Removal; Replacement. The Person serving as the Tax Matters Partner or Tax Representative, as applicable, shall be automatically removed as Tax Matters Partner or Tax Representative, as applicable, upon the death, dissolution and/or winding up, legal incompetency or bankruptcy of such Person, and the Person serving as the Tax Matters Partner or Tax Representative, as applicable, may be removed at any time by the Board. Upon such removal of the Tax Matters Partner or Tax Representative, as applicable, a successor to serve in such position shall be designated by the Board, and the removed Tax Matters Partner or Tax Representative, as applicable, shall not take any action for or on behalf of the Company without the prior written consent of the Board.

Removal; Replacement. Each Stockholder agrees to vote, execute proxies or written consents or otherwise cause to be voted all of its Common Stock (and any other shares of Common Stock over which such Stockholder exercises voting control), and take any other action necessary, for the removal of any director upon the request of the Person(s) then entitled to nominate and designate such director as set forth in this Section 4.1, and for the election or appointment to the Board of Directors of a substitute nominated and designated by such Person(s) in accordance with the provisions hereof. The Person(s) entitled to nominate and designate a director pursuant to this Section 4.1 shall have the exclusive right to remove, whether with or without cause, such director. Each Stockholder further agrees to vote, execute proxies or written consents or otherwise cause to be voted all of its Common Stock (and any other shares of Common Stock over which he, she or it exercises voting control), and take any other action as shall be necessary or appropriate, to ensure that any vacancy on the Board of Directors resulting from the resignation or removal of a director, or resulting from a director becoming unable to serve as a result of death, disability or otherwise, shall be filled by the Person(s) then entitled to nominate and designate such director as set forth in this Section 4.1.