Common use of Removal and Resignation of Officers Clause in Contracts

Removal and Resignation of Officers. Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by an affirmative vote of the majority of the Board or authorized committee, at any regular or special meeting of the Board or such committee, or, except in case of an officer chosen by the Board or authorized committee, by any officer upon whom such power of removal may be conferred by the Board or authorized committee. Any officer may resign at any time by giving written notice to the Corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Blackhawk Biofuels, LLC), Agreement and Plan of Merger (Blackhawk Biofuels, LLC), Limited Liability Company Agreement (Blackhawk Biofuels, LLC)

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Removal and Resignation of Officers. Subject to the rights, if any, of an officer under any contract of employment, all officers serve at the pleasure of the Board of Directors and any officer may be removed, either with or without cause, by an affirmative vote of the majority of the Board or authorized committee, of Directors at any regular or special meeting of the Board or such committee, or, except in case of an officer chosen by the Board or authorized committeeof Directors, by any officer upon whom such power of removal may be conferred by the Board or authorized committeeof Directors. Any officer may resign at any time by giving written notice to the Corporationcorporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Corporation corporation under any contract to which the officer is a party.

Appears in 3 contracts

Samples: Eurosport Active World Corp, Eagle Aero Holdings CORP, Eagle Aero Holdings CORP

Removal and Resignation of Officers. Subject to the rights, if any, of an officer Officer under any contract of employment, any officer Officer may be removed, either with or without cause, by an affirmative vote of the majority of the Board or authorized committeeof Directors, at any regular or special meeting of the Board or such committeeof Directors, or, except in case of an officer Officer chosen by the Board or authorized committeeof Directors, by any officer Officer upon whom such power of removal may be conferred by the Board or authorized committeeof Directors. Any officer Officer may resign at any time by giving written notice to the CorporationCompany. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Corporation Company under any contract to which the officer Officer is a party.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Rosetta Resources Offshore, LLC), Limited Liability Company Agreement (Rosetta Resources Offshore, LLC)

Removal and Resignation of Officers. Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by an affirmative vote of the majority of the Board or authorized committee, board of directors at any regular or special meeting of the Board or such committee, board or, except in the case of an officer chosen by the Board or authorized committeeboard of directors, by any officer upon whom such power of removal may be conferred by the Board or authorized committeeboard of directors. Any officer may resign at any time by giving written notice to the Corporationcorporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Corporation corporation under any contract to which the officer is a party.

Appears in 2 contracts

Samples: Credit Agreement (Inamed Corp), Agreement and Plan of Merger (Proquest Co)

Removal and Resignation of Officers. Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by an affirmative vote of the majority of the Board or authorized committee, board of directors at any regular or special meeting of the Board or such committee, board or, except in the case of an officer chosen by the Board or authorized committeeboard of directors, by any officer upon whom such power of removal may be conferred by the Board or authorized committeeboard of directors. Any officer may resign at any time by giving written notice to the Corporationcorporation. Any resignation shall take effect at on the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Corporation corporation under any contract to which the officer is a party.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Dts, Inc.)

Removal and Resignation of Officers. Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by an affirmative vote of the majority of the Board or authorized committee, of Directors at any regular or special meeting of the Board or such committee, board or, except in the case of an officer chosen by the Board or authorized committeeof Directors, by any officer upon whom such the power of removal may be is conferred by the Board or authorized committeeof Directors. Any officer may resign at any time by giving written notice to the Corporationcorporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Corporation corporation under any contract to which the officer is a party.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Alliance MMA, Inc.)

Removal and Resignation of Officers. Subject to the rights, if any, of an officer Officer under any contract of employment, any officer Officer may be removed, either with or without cause, by an affirmative vote of the majority of the Board or authorized committeeof Directors, at any regular or special meeting of the Board or such committeeof Directors, or, except in the case of an officer Officer chosen by the Board or authorized committeeof Directors, by any officer Officer upon whom such power of removal may be conferred by the Board or authorized committeeof Directors. Any officer Officer may resign at any time by giving written notice to the CorporationCompany. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Corporation Company under any contract to which the officer Officer is a party.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Rosetta Resources Offshore, LLC)

Removal and Resignation of Officers. Subject to the rights, if any, of an any officer under any contract of employment, any officer may be removed, either with or without cause, by an affirmative vote of the majority of the Board or authorized committeeof Directors, at any regular or special meeting of the Board of Directors, or such committee, or, except in case of an officer chosen by the Board or authorized committee, of Directors by any officer upon whom such power of removal may be conferred by the Board or authorized committeeof Directors. Any officer may resign at any time by giving written notice to the Corporationcorporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Corporation corporation under any contract to which the officer is a party.

Appears in 1 contract

Samples: Unit Exchange Agreement (Tablemax Corp)

Removal and Resignation of Officers. Subject to the rights, if any, of an officer under any contract of employment, all officers serve at the pleasure of the Board and any officer may be removed, either with or without cause, by an affirmative vote of the majority of the Board or authorized committee, at any regular or special meeting of the Board or such committee, or, except in case of an officer chosen by the Board or authorized committeeBoard, by any officer upon whom such power of removal may be conferred by the Board or authorized committeeBoard. Any officer may resign at any time by giving written notice to the Corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party.

Appears in 1 contract

Samples: Agreement and Plan of Merger

Removal and Resignation of Officers. Subject to Any officer elected by the rights, if any, Board of an officer under any contract Directors or whose appointment has been ratified by the Board of employment, any officer Directors may be removed, either removed with or without cause, cause at any time by an affirmative a majority vote of the majority all Directors. Any other employee of the Board Partnership may be removed or authorized committee, dismissed at any regular or special meeting of the Board or such committee, or, except in case of an officer chosen time by the Board or authorized committee, by any officer upon whom such power of removal may be conferred by the Board or authorized committeePresident. Any officer may resign resign, at any time time, by giving filing a written notice to resignation with the CorporationBoard of Directors, the Chairman of the Board of Directors (if there is one), with the President, or with the Secretary. Any such resignation shall take effect at the date of the receipt of that notice or at any later time specified in that such notice; and, unless . Unless otherwise specified in that such notice, the acceptance of the such resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Corporation Partnership under any contract to which the officer is a party.

Appears in 1 contract

Samples: Federated Core Trust Ii

Removal and Resignation of Officers. Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by an affirmative vote of the majority of the Board or authorized committee, board of directors at any regular or special meeting of the Board or such committee, board of directors or, except in the case of an officer chosen by the Board or authorized committeeboard of directors, by any officer upon whom such power of removal may be conferred by the Board or authorized committeeboard of directors. Any officer may resign at any time by giving written notice to the Corporationcorporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless . Unless otherwise specified in that noticethe notice of resignation, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Corporation corporation under any contract to which the officer is a party.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Command Center, Inc.)

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Removal and Resignation of Officers. Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by an affirmative vote of the majority of the Board or authorized committeeBoard, at any regular or special meeting of the Board or such committeeBoard, or, except in case of an officer chosen by the Board or authorized committeeBoard, by any officer upon whom such power of removal may be conferred by the Board or authorized committeeBoard. Any officer may resign at any time by giving written notice to the Corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Astellas Pharma Inc.)

Removal and Resignation of Officers. Subject Without prejudice to the rights, if any, of an officer under any ----------------------------------- contract of employment, any officer Officer may be removed, either with or without cause, by an affirmative vote of the majority of the Board or authorized committeeof Managers (or, to the extent the power to prescribe authorities and duties of additional Officers is delegated to them, the Managing Director and President) at any regular or special meeting of the Board of Managers or by such committeeOfficer, orif any, except in case of an officer chosen by the Board or authorized committee, by any officer upon whom such power of removal may be conferred by the Board or authorized committeeof Managers. Any officer Officer may resign at any time by giving written notice to the CorporationCompany. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, and unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Corporation Company under any employment contract to which the officer Officer is a party.

Appears in 1 contract

Samples: Operating Agreement (Patina Oil & Gas Corp)

Removal and Resignation of Officers. Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by an affirmative vote of the majority of the Board or authorized committee, of Directors at any regular or special meeting of the Board or such committee, board or, except in the case of an officer chosen by the Board or authorized committeeof Directors, by any officer upon whom such power of removal may be conferred by the Board or authorized committeeof Directors. Any officer may resign at any time by giving written notice to the Corporationattention of the Secretary of the corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Corporation corporation under any contract to which the officer is a party.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Chemdex Corp)

Removal and Resignation of Officers. Subject to the rights, if any, of an officer under any contract of employment, any Any officer may be removed, either with or without cause, by an affirmative vote of the majority of the Board or authorized committee, of Directors at any regular or special meeting of the Board or such committee, of Directors or, except in the case of an officer chosen by the Board or authorized committeeof Directors, by any officer upon whom such power of or removal may be conferred by the Board or authorized committeeof Directors. Any officer may resign at any time by giving written notice or notice by electronic transmission to the Corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Aaipharma Inc)

Removal and Resignation of Officers. Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by an affirmative vote of the majority of the Board or authorized committee, of Directors at any regular or special meeting of the Board or such committee, of Directors or, except in the case of an officer chosen by the Board or authorized committeeof Directors, by any officer upon whom such power of removal may be conferred by the Board or authorized committeeof Directors. Any officer may resign at any time by giving written notice to the Corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless . Unless otherwise specified in that noticethe notice of resignation, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Procera Networks, Inc.)

Removal and Resignation of Officers. Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by an affirmative vote of the majority of the Board or authorized committee, of Directors at any regular or special meeting of the Board or such committee, of Directors or, except in the case of an officer chosen by the Board or authorized committeeof Directors, by any officer upon whom such power of removal may be conferred by the Board or authorized committeeof Directors. Any officer may resign at any time by giving written notice to the secretary of the Corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party.

Appears in 1 contract

Samples: Credit Agreement (Obagi Medical Products, Inc.)

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