Common use of Resignation and Vacancies Clause in Contracts

Resignation and Vacancies. Any director may resign at any time upon notice given in writing or by electronic transmission to the Company. A resignation is effective when the resignation is delivered unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events. A resignation which is conditioned upon the director failing to receive a specified vote for reelection as a director may provide that it is irrevocable. Unless otherwise provided in the certificate of incorporation or these bylaws, when one or more directors resign from the Board of Directors, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective. Unless otherwise provided in the certificate of incorporation or these bylaws or permitted in the specific case by resolution of the Board of Directors, and subject to the rights of holders of Preferred Stock, vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, and not by stockholders. If the directors are divided into classes, a person so chosen to fill a vacancy or newly created directorship shall hold office until the next election of the class for which such director shall have been chosen and until his or her successor shall have been duly elected and qualified.

Resignation and Vacancies. Any director may resign at any time upon notice given in writing or by electronic transmission to the Company. A resignation is effective when the resignation is delivered unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events. A resignation which is conditioned upon the director failing to receive a specified vote for reelection as a director may provide that it is irrevocable. Unless otherwise provided in the certificate of incorporation or these bylaws, when one or more directors resign from the Board of Directors, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective. Unless otherwise provided in the certificate of incorporation or these bylaws or permitted in the specific case by resolution of the Board of Directors, and subject to the rights of holders of Preferred Stockpreferred stock of the Company, vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, and not by stockholders. If the directors are divided into classes, a person so chosen to fill a vacancy or newly created directorship shall hold office until the next election of the class for which such director shall have been chosen and until his or her successor shall have been duly elected and qualified.

Resignation and Vacancies. Any director may resign at any time upon notice given in writing or by electronic transmission to the Company. A resignation is effective when the resignation is delivered unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events. A resignation which is conditioned upon the director failing to receive a specified vote for reelection as a director may provide that it is irrevocable. Unless otherwise provided in the certificate of incorporation or these bylaws, when one or more directors resign from the Board of Directors, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective. Unless otherwise provided in the certificate of incorporation or these bylaws or permitted in the specific case by resolution of the Board of Directors, and subject to the rights of holders of Preferred Stock, vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, and not by stockholders. If the directors are divided into classes, a person so chosen to fill a vacancy or newly created directorship shall hold office until the next election of the class for which such director shall have been chosen and until his or her successor shall have been duly elected and qualified.

Resignation and Vacancies. Any director may resign at any time upon written notice given in writing or by electronic transmission to the Companyattention of the Secretary of the corporation. A resignation is effective when Any vacancy or newly created directorship may be filled with the resignation is delivered unless the resignation specifies a later effective date or an effective date determined upon the happening consent of an event or events. A resignation which is conditioned upon the director failing to receive a specified vote for reelection as a director may provide that it is irrevocable. Unless otherwise provided in the certificate of incorporation or these bylaws, when one or more directors resign from the Board of Directors, effective at a future date, a majority of the directors then in office, office (including those who any directors that have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such tendered a resignation or resignations shall become effective. Unless otherwise provided in the certificate of incorporation or these bylaws or permitted in the specific case by resolution of the Board of Directors, effective at a future date and subject to the rights of holders of Preferred Stock, vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class may be filled by a majority of the directors then in office, although even though less than a quorum), or by a sole remaining director, and not by stockholders. If the directors are divided into classes, a person so chosen to fill a vacancy or newly created directorship shall hold office until the next annual election of the class for which such director shall have been chosen and until his or her successor shall have been their successors are duly elected and qualifiedshall qualify, unless sooner displaced by a vote of the stockholders. If at any time, by reason of death or resignation or other cause, the corporation should have no directors in office, then any officer or any stockholder or an executor, administrator, trustee or guardian of a stockholder, or other fiduciary entrusted with like responsibility for the person or estate of a stockholder, may call a special meeting of stockholders in accordance with the provisions of the certificate of incorporation or these bylaws, or may apply to the Court of Chancery for a decree summarily ordering an election as provided in Section 211 of the DGCL. If, at the time of filling any vacancy or any newly created directorship, the directors then in office constitute less than a majority of the whole board (as constituted immediately prior to any such increase), then the Court of Chancery may, upon application of any stockholder or stockholders holding at least 10% of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office as aforesaid, which election shall be governed by the provisions of Section 211 of the DGCL as far as applicable.

Resignation and Vacancies. Any director may resign at any time upon effective on giving written notice given in writing or by electronic transmission to the Company. A resignation is effective when chairman of the resignation is delivered board, the president, the secretary or the board of directors, unless the resignation notice specifies a later effective date or an effective date determined upon time for that resignation to become effective. If the happening resignation of an event or events. A resignation which is conditioned upon the director failing to receive a specified vote for reelection as a director may provide that it is irrevocable. Unless otherwise provided in the certificate of incorporation or these bylaws, when one or more directors resign from the Board of Directors, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacanciestime, the vote thereon board of directors may elect a successor to take effect office when such the resignation or resignations shall become becomes effective. Unless otherwise provided in the certificate Amended and Restated Certificate of incorporation or these bylaws or permitted in the specific case by resolution of the Board of Directors, Incorporation and subject to the rights of the holders of any series of Preferred StockStock then outstanding, vacancies and newly created directorships resulting from any increase in the authorized number of directors elected or any vacancies in the board of directors resulting from death, resignation, retirement, disqualification, removal from office or other cause may, unless otherwise required by all law or by resolution of the stockholders having the right to vote as a single class may board of directors, be filled by a majority vote of the directors then in office, although though less than a quorum, or by a sole remaining director, and not by stockholders. If the directors are divided into classes, a person so chosen to fill a vacancy or newly created directorship shall hold office until for a term expiring at the next election annual meeting of stockholders at which the term of office of the class for to which such director shall they have been chosen expires and until his or her such director's successor shall have been duly elected and qualified. If for any cause, the directors shall not have been elected at an annual meeting, they may be elected as soon thereafter as convenient at a special meeting of the stockholders called for that purpose in the manner provided in these Bylaws. Notwithstanding the foregoing in this Section 3.2, the directors then in office shall fill such vacancies, to the extent permitted by applicable law, consistent with the terms of the Corporate Agreement and the Stockholders Agreement.

Resignation and Vacancies. Any director may resign at any time upon notice given in writing or by electronic transmission to the Company. A resignation is effective when the resignation is delivered unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events. A resignation which is conditioned upon the director failing to receive a specified vote for reelection as a director may provide that it is irrevocable. Unless otherwise provided in the certificate of incorporation or these bylaws, when one or more directors resign from the Board of Directors, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective. Unless otherwise provided in the certificate of incorporation or these bylaws or permitted in the specific case by resolution of the Board of Directors, and subject to the rights of holders of Preferred Stockpreferred stock, vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, and not by stockholders. If the directors are divided into classes, a person so chosen to fill a vacancy or newly created directorship shall hold office until the next election of the class for which such director shall have been chosen and until his or her successor shall have been duly elected and qualified.

Resignation and Vacancies. Any director may resign at any time upon notice given in writing or by electronic transmission to the CompanyCorporation. A The resignation is effective when shall take effect at the resignation is delivered unless the resignation specifies a later effective date time specified therein or an effective date determined upon the happening of an event specified therein, and if no time or eventsevent is specified, at the time of its receipt. A resignation which is conditioned upon the director failing to receive a specified vote for reelection as a director may provide that it is irrevocable. Unless otherwise provided in the certificate of incorporation or these bylaws, when When one or more directors resign from so resigns and the Board of Directors, resignation is effective at a future date or upon the happening of an event to occur on a future date, subject to the Stockholders Agreement, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as provided in this section in the filling of other vacancies. Unless otherwise provided in the certificate Stockholders Agreement, the Certificate of incorporation Incorporation or these bylaws or permitted in the specific case by resolution of the Board of Directors, and subject to the rights of holders of Preferred Stockbylaws, vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class may shall be filled only by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, and not by stockholders. If Any director appointed in accordance with the directors are divided into classes, a person so chosen to fill a vacancy or newly created directorship preceding sentence shall hold office until for the next election remainder of the class for term of the class, if any, to which such the director shall have been chosen is appointed and until his or her such director’s successor shall have been duly elected and qualified. A vacancy on the Board shall be deemed to exist under these bylaws in the case of the death, removal or resignation of any director.

Resignation and Vacancies. Any director may resign at any time upon effective on giving written notice given in writing or by electronic transmission to the Company. A resignation is effective when chairman of the resignation is delivered board, the president, the secretary or the board of directors, unless the resignation notice specifies a later effective date or an effective date determined upon time for that resignation to become effective. If the happening resignation of an event or events. A resignation which is conditioned upon the director failing to receive a specified vote for reelection as a director may provide that it is irrevocable. Unless otherwise provided in the certificate of incorporation or these bylaws, when one or more directors resign from the Board of Directors, effective at a future datetime, the board of directors may elect a majority successor to take office when the resignation becomes effective. Each director so elected shall hold office until the expiration of the directors then in officeterm of office of the director whom he has replaced and until a successor has been elected and qualified. Effective upon the closing of a firm commitment underwritten public offering of any of the corporation's securities pursuant to a registration statement on Form S-1 under the Securities Act of 1933, including those who have so resignedas amended, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective. Unless otherwise provided in the certificate of incorporation or these bylaws or permitted in the specific case by resolution of vacancies occurring on the Board of Directors, and subject to the rights of holders of Preferred Stock, vacancies Directors for any reason and newly created directorships resulting from any an increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class may be filled only by vote of a majority of the directors then in officeremaining members of the Board of Directors, although less than a quorum, or by a sole remaining director, and not by stockholdersat any meeting of the Board of Directors. If the directors are divided into classes, a A person so chosen elected by the Board of Directors to fill a vacancy or newly created directorship shall hold office until the next election of the class Class for which such director shall have been chosen and until his or her successor shall have been duly elected and qualified.. Unless otherwise provided in the certificate of incorporation or these bylaws (including, without limitation, the certificate of incorporation and bylaws as amended effective upon the closing of a firm commitment underwritten public offering of any of the corporation's securities pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended):