Common use of Replacement Directors Clause in Contracts

Replacement Directors. Prior to the Initial Public Offering, in the event that the LLC Director or any Warburg Director (each, a “Withdrawing Director”) designated in the manner set forth in Section 2.1 hereof is unable to serve, or once having commenced to serve, is removed or withdraws from the Board, such Withdrawing Director’s replacement (the “Substitute Director”) will be designated by the stockholder of the Company that has the right to designate such director in accordance with Section 2.1 above. The Institutional Investors and the Company agree to take all action within their respective power, including, but not limited to, the voting of all shares of Common Stock owned by them (i) to cause the election of such Substitute Director promptly following his or her nomination pursuant to this Section 2.3 or (ii) upon the written request of the stockholder of the Company that has the right to designate such director to the Board in accordance with Section 2.1 above, to remove, with or without cause, the LLC Director or any Warburg Director, as the case may be.

Appears in 3 contracts

Samples: Stockholders’ Agreement (Daramic, LLC), Stockholders’ Agreement (Polypore International, Inc.), Stockholders’ Agreement (Polypore International, Inc.)

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Replacement Directors. Prior to the Initial Public Offering, in the event that the LLC Director or any Warburg Director (each, a “Withdrawing Director”) designated in the manner set forth in Section 2.1 5.1 hereof is unable to serve, or once having commenced to serve, is removed or withdraws from the Board, such Withdrawing Director’s replacement (the “Substitute Director”) will be designated by the stockholder of the Company Holdings that has the right to designate such director in accordance with Section 2.1 5.1 above. The Institutional Investors Stockholders and the Company Holdings agree to take all action within their respective power, including, but not limited to, the voting of all shares of Common Stock owned by them (i) to cause the election of such Substitute Director promptly following his or her nomination pursuant to this Section 2.3 5.3 or (ii) upon the written request of the stockholder of the Company Holdings that has the right to designate such director to the Board in accordance with Section 2.1 5.1 above, to remove, with or without cause, the LLC Director or any Warburg Director, as the case may be.

Appears in 1 contract

Samples: Stockholders’ Agreement (Marathon Power Technologies Co)

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