Common use of Removal of Board Members Clause in Contracts

Removal of Board Members. Each Shareholder 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 5.1 of this Agreement may be removed from office unless (A) such removal is directed or approved by the affirmative vote of the holders of fifty percent (50%) or more of the shares entitled under Section 5.1 to designate that director or (B) the person(s) or entity(ies) originally entitled to designate or approve SHAREHOLDERS’ AGREEMENT EXECUTION such director or occupy such Board seat pursuant to Section 5.1 is no longer so entitled to designate or approve such director or occupy such Board seat; and (ii) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 5.1 shall be filled pursuant to the provisions of Section 5.1. All Shareholders agree to execute any written consents required to effectuate the obligations of this Agreement, and the Company agrees at the request of any Shareholder entitled to designate directors to call a special meeting of shareholders for the purpose of electing directors.

Appears in 2 contracts

Samples: Share Purchase Agreement (Momo Inc.), Share Purchase Agreement (Momo Inc.)

AutoNDA by SimpleDocs

Removal of Board Members. Each Shareholder 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 5.1 of this Agreement may be removed from office unless (A) such removal is directed or approved by the affirmative vote of the holders of fifty percent (50%) or more of the shares entitled under Section 5.1 to designate that director director; or (B) the person(s) or entity(ies) originally entitled to designate or approve SHAREHOLDERS’ AGREEMENT EXECUTION such director or occupy such Board seat pursuant to Section 5.1 is no longer so entitled to designate or approve such director or occupy such Board seat; and (ii) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 5.1 shall be filled pursuant to the provisions of Section 5.1. All Shareholders agree to execute any written consents required to effectuate the obligations of this Agreement, and the Company agrees at the request of any Shareholder entitled to designate directors to call a special meeting of shareholders for the purpose of electing directors.

Appears in 1 contract

Samples: Assumption Agreement (TuSimple Holdings Inc.)

Removal of Board Members. Each Shareholder Stockholder also agrees to vote vote, or cause to be voted, all of hisEquity Securities 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) no director elected pursuant to Section 5.1 Sections 5.1(b) or 5.1(c) of this Agreement may be removed from office unless (A) such removal is directed or approved by the affirmative vote of the holders of fifty percent (50%) any party or more of the shares group entitled under this Section 5.1 to designate that director or (B) the person(s) or entity(ies) originally entitled to designate or approve SHAREHOLDERS’ AGREEMENT EXECUTION such director or occupy such Board seat pursuant to Section 5.1 is no longer so entitled to designate or approve such director or occupy such Board seatdirector; and (ii) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 5.1 Sections 5.1(b) or 5.1(c) shall be filled pursuant to the provisions of this Section 5.15; and (iii) upon the request of any party or group entitled to designate a director as provided in this Section 5.1 to remove such director, such director shall be removed. All Shareholders Stockholders agree to execute any written consents required to effectuate perform the obligations of this Agreement, and the Company agrees agrees, at the request of any Shareholder party entitled to designate directors to call a special meeting of shareholders stockholders for the purpose of electing directors.

Appears in 1 contract

Samples: Stockholders’ Agreement (Homeland Security Capital CORP)

AutoNDA by SimpleDocs

Removal of Board Members. Each Shareholder 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 5.1 of this Agreement may be removed from office unless (A) such removal is directed or approved in writing by the affirmative vote of the holders of fifty percent (50%) or more of the shares entitled under Section 5.1 to designate that director director; or (B) the person(s) or entity(ies) originally entitled to designate or approve SHAREHOLDERS’ AGREEMENT EXECUTION such director or occupy such Board seat pursuant to Section 5.1 is no longer so entitled to designate or approve such director or occupy such Board seat; and (ii) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 5.1 shall be filled pursuant to the provisions of Section 5.1. All Shareholders agree to execute any written consents required to effectuate the obligations of this Agreement, and the Company agrees at the request of any Shareholder entitled to designate directors to call a special meeting of shareholders for the purpose of electing directors.

Appears in 1 contract

Samples: Shareholders’ Agreement (Spark Education LTD)

Time is Money Join Law Insider Premium to draft better contracts faster.