Removals and Vacancies. Any Director may be removed at any time, with or without cause, only by the Member or its successor, if any, if such successor is a Member, that appointed such Director. Any Director may resign at any time upon written notice to the Board of Directors and the Members. Such resignation shall take effect at the time specified in the written notice, or, if no time is specified therein, at the time of its receipt by the Members; provided, however, that the acceptance of a resignation will not be necessary to make it effective, unless so specified in the resignation. Any vacancy on the Board of Directors may only be filled by the Member or their respective successors, if any, if such successor is a Member, that originally appointed the Director who is no longer serving in such capacity. The applicable Member or their respective successors, if any, if such successor is a Member, shall promptly appoint a replacement for any such Director who has resigned or was removed.
Removals and Vacancies. Any Director may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and, if no time is specified, at the time of its receipt by the Board. The acceptance of a resignation shall not be necessary to make it effective. A Director may be removed at any time with or without cause (A) by written consent of the AS Partners if the Director to be removed is an Ascension Director Designee, (B) by written consent of the TowerBrook Partners if the Director to be removed is a TowerBrook Director Designee, (C) automatically, if such Director is a TowerBrook Director Designee and, as a result of the TowerBrook Ownership Threshold ceasing to be met, the number of TowerBrook Director Designees pursuant to Section 3.1(c)(i) has decreased (in which case the TowerBrook Partners shall promptly designate which TowerBrook Director Designee shall be so removed), (D) automatically, if such Director is an Ascension Director Designee and, as a result of the TowerBrook Ownership Threshold being met after previously having ceased to be met, the number of TowerBrook Director Designees has increased and the number of Ascension Director Designees has correspondingly decreased pursuant to Section 3.1(c)(i) (in which case the AS Partners shall promptly designate which Ascension Director Designee shall be so removed), or (E) automatically, at any time when the TowerBrook Ownership Threshold is not met, if, as a result of a change in the number of TowerBrook Allocable Securities or Ascension Allocable Securities, the number of TowerBrook Director Designees and Ascension Designees has adjusted pursuant to Section 3.1(c)(i) (in which case the TowerBrook Partners or AS Partners (whichever has lost proportionate shares of the Director designations) shall promptly designate which of its Director designees shall be so removed). Upon any vacancy on the Board, regardless of how caused, such vacancy shall be filled by the appointment of a successor Director by written consent of the AS Partners or TowerBrook Partners, as applicable, as necessary to effect the Board representation contemplated by the foregoing provisions of this Section 3.1(c)(i).
Removals and Vacancies. The Members, at any meeting duly called and at which a quorum is present, may remove any Director or Directors, with or without cause, from office by the affirmative vote of Members holding a majority of the Interests represented at the meeting, and may elect a successor or successors to fill any resulting vacancies for the unexpired terms of the removed Directors. Any vacancy occurring in the Board of Directors from any cause other than by reason of a removal, may be filled by a majority of the remaining Directors although such majority is less than a quorum. Any vacancy occurring by reason of an increase in the number of Directors may be filled by action of the Members or by action of a majority of the Directors.
Removals and Vacancies. The Members, at any meeting duly called and at which a quorum is present or by written consent in lieu thereof, may remove any Director or Directors, with or without cause, from office by the affirmative vote of Members holding a majority of the Interests entitled to vote thereon. Vacancies occurring in the Board of Directors for any reason may be filled by the affirmative vote of Members holding a majority of the Interests entitled to vote thereon.
Removals and Vacancies. The stockholders, at any meeting duly called and at which a quorum is present, may remove any Director or Directors from office by the affirmative vote of the holders of a majority of the outstanding shares entitled to be cast for the election of Directors, and may by plurality vote to elect a successor or successors to fill any resulting vacancies for the unexpired terms of the removed Directors. Any vacancy occurring in the Board of Directors from any cause other than by reason of a removal or an increase in the number of Directors, may be filled by a majority of the remaining Directors although such majority is less than a quorum. Any vacancy occurring by reason of an increase in the number of Directors may be filled by action of a majority of the Directors. A Director elected by the Board of Directors to fill a vacancy shall hold office until such Director’s successor is duly elected and qualified.
Removals and Vacancies. The Members, at any meeting duly called and at which a quorum is present, may remove any Manager or Managers from office by the affirmative vote of Members holding a majority of the Interests represented at the meeting, and may elect a successor or successors to fill any resulting vacancies for the unexpired terms of the removed Managers. Any vacancy occurring in the Board of Managers from any cause other than by reason of a removal or an increase in the number of Managers, may be filled by a majority of the remaining Managers although such majority is less than a quorum. Any vacancy occurring by reason of an increase in the number of Managers may be filled by action of a majority of the Managers. A Manager elected to fill a vacancy shall hold office until the next annual meeting of Members or until his successor is elected and qualifies.
