Common use of Removal of Board Members Clause in Contracts

Removal of Board Members. 12 Each Shareholder also agrees to vote, or cause to be voted, all Shares owned by such Shareholder, or over which such Shareholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: no director elected pursuant to Section ‎1.2 of this Agreement may be removed from office [other than for cause] unless (i) such removal is directed or approved by the affirmative vote of the Person(s), or of the holders of at least [specify percentage] of the Shares, entitled under Section ‎1.2 to designate that director;13 or (ii) the Person(s) originally entitled to designate or approve such director [or occupy such Board seat] pursuant to Section ‎1.2 is no longer so entitled to designate or approve such director [or occupy such Board seat]; any vacancies created by the resignation, removal or death of a director elected pursuant to Section ‎1.2 shall be filled pursuant to the provisions of this Section ‎1.;14 and upon the request of any party entitled to designate a director as provided in Section ‎1.2 to remove such director, such director shall be removed15. All Shareholders agree to execute any written resolutions required to perform the obligations of this Section 1., and the Company agrees at the request of any Person or group entitled to designate directors to call a special meeting of shareholders for the purpose of electing directors. [So long as the shareholders of the Company are entitled to cumulative voting, if less than the entire Board is to be removed, no director may be removed without cause if the votes cast against his or her removal would be sufficient to elect such director if then cumulatively voted at an election of the entire Board.]

Removal of Board Members. 12 Each Shareholder Stockholder also agrees to votevote all of his, her or cause to be voted, all its Shares owned by such Shareholder, or over which such Shareholder has voting control, from time to time and at all times, times in whatever manner as shall be necessary to ensure that: that (i) no director elected pursuant to Section ‎1.2 1.1 of this Agreement may be removed from office [other than for cause] cause unless (iA) such removal is directed or approved by the affirmative vote of the Person(s), or holders of the holders shares of at least [specify percentage] of the Shares, stock entitled under Section ‎1.2 1.1 to designate that director;13 director or (iiB) the Person(sperson(s) or entity(ies) originally entitled to designate or approve such director [or occupy such Board seat] pursuant to Section ‎1.2 is 1.1 are no longer so entitled to designate or approve such director [or occupy such Board seat]director; and (ii) any vacancies created by the resignation, removal or death of a director elected pursuant to Section ‎1.2 1.1 shall be filled pursuant to the provisions of this Section ‎1.;14 and upon the request of any party entitled to designate a director as provided in Section ‎1.2 to remove such director, such director shall be removed151.1. All Shareholders Stockholders agree to execute any written resolutions consents required to perform effectuate the obligations of this Section 1.Agreement, and the Company agrees at the request of any Person or group Party entitled to designate directors to call a special meeting of shareholders stockholders for the purpose of electing directors. [So long as the shareholders stockholders of the Company are entitled to cumulative voting, if less than the entire Board is to be removed, no director may be removed without cause if the votes cast against his or her removal would be sufficient to elect such director if then cumulatively voted at an election of the entire Boardboard of directors.]

Removal of Board Members. 12 10 Each Shareholder Stockholder also agrees to vote, or cause to be voted, all Shares owned by such ShareholderStockholder, or over which such Shareholder Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: no director elected pursuant to Section ‎1.2 1.2 of this Agreement may be removed from office [other than for cause] unless (i) such removal is directed or approved by the affirmative vote of the Person(s), or of the holders of at least [specify percentage] of the Sharesshares of stock, entitled under Section ‎1.2 1.2 to designate that director;13 director;11 or (ii) the Person(s) originally entitled to designate or approve such director [or occupy such Board seat] pursuant to Section ‎1.2 1.2 is no longer so entitled to designate or approve such director [or occupy such Board seat]; any vacancies created by the resignation, removal or death of a director elected pursuant to Section ‎1.2 1.2 shall be filled pursuant to the provisions of this Section ‎1.;14 1;12 and upon the request of any party entitled to designate a director as provided in Section ‎1.2 1.2 to remove such director, such director shall be removed15. removed.13 All Shareholders Stockholders agree to execute any written resolutions consents required to perform the obligations of this Section 1., and the Company agrees at the request of any Person or group entitled to designate directors to call a special meeting of shareholders stockholders for the purpose of electing directors. [So long as the shareholders stockholders of the Company are entitled to cumulative voting, if less than the entire Board is to be removed, no director may be removed without cause if the votes cast against his or her removal would be sufficient to elect such director if then cumulatively voted at an election of the entire Board.]

Removal of Board Members. 12 Each Shareholder also agrees to vote, or cause to be voted, all Shares owned by such Shareholder, or over which such Shareholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: no director elected pursuant to Section ‎1.2 of this Agreement may be removed from office [other than for cause] unless (i) such removal is directed or approved by the affirmative vote of the Person(s), or of the holders of at least [specify percentage] of the Shares, entitled under Section ‎1.2 to designate that director;13 or (ii) the Person(s) originally entitled to designate or approve such director [or occupy such Board seat] pursuant to Section ‎1.2 is no longer so entitled to designate or approve such director [or occupy such Board seat]; any vacancies created by the resignation, removal or death of a director elected pursuant to Section ‎1.2 shall be filled pursuant to the provisions of this Section ‎1.;14 ‎1;14 and upon the request of any party entitled to designate a director as provided in Section ‎1.2 to remove such director, such director shall be removed15. All Shareholders agree to execute any written resolutions required to perform the obligations of this Section 1., and the Company agrees at the request of any Person or group entitled to designate directors to call a special meeting of shareholders for the purpose of electing directors. [So long as the shareholders of the Company are entitled to cumulative voting, if less than the entire Board is to be removed, no director may be removed without cause if the votes cast against his or her removal would be sufficient to elect such director if then cumulatively voted at an election of the entire Board.]

Removal of Board Members. 12 Each Shareholder Stockholder also agrees to vote, or cause to be voted, all Shares owned by such ShareholderStockholder, or over which such Shareholder Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: no director elected pursuant to Section ‎1.2 Subsections 1.2 or 1.3 of this Agreement may be removed from office [other than for cause] unless (i) such removal is directed or approved by the affirmative vote of the Person(s), or of the holders of at least [specify percentage] a majority of the Sharesshares of stock, as the case may be, entitled under Section ‎1.2 Subsection 1.2 to designate that director;13 director; or (ii) the Person(s) originally entitled to designate or approve such director [or occupy such Board seat] pursuant to Section ‎1.2 Subsection 1.2 is no longer so entitled to designate or approve such director [or occupy such Board seat]pursuant to the terms of Subsection 1.2; any vacancies created by the resignation, removal or death of a director elected pursuant to Section ‎1.2 Subsections 1.2 or 1.3 shall be filled pursuant to the provisions of this Section ‎1.;14 1; and upon the request of any party entitled to designate a director as provided in Section ‎1.2 Subsections 1.2(a), 1.2(b), 1.2(c) or 1.2(d) to remove such director, such director shall be removed15removed. All Shareholders Stockholders agree to execute any written resolutions consents required to perform the obligations of this Section 1., and the Company agrees at the request of any Person or group entitled to designate directors to call a special meeting of shareholders stockholders for the purpose of electing directors. [So long as the shareholders of the Company are entitled to cumulative voting, if less than the entire Board is to be removed, no director may be removed without cause if the votes cast against his or her removal would be sufficient to elect such director if then cumulatively voted at an election of the entire Board.]