Election of the Board of Directors. (a) Except as provided below, each Stockholder shall vote all of the shares of Common Stock owned or held of record by it so as to elect and continue in office a Board of Directors comprised of eight directors, five of whom BCP shall have the right to designate (the "BCP Directors") and three of whom LGII shall have the right to designate (the "LGII Directors"). (b) If at any time that this Agreement is in effect BCP or LGII shall notify the other of its desire to remove, with or without cause, any director of Prime Holdings previously designated by it, each Stockholder shall vote all of the shares of Common Stock owned or held of record by it so as to remove such director. (c) If at any time that this Agreement is in effect any director previously designated by BCP or LGII ceases to serve on the Board of Directors (whether by reason of death, resignation, removal or otherwise), the Stockholder who designated such director shall be entitled to designate a successor director to fill the vacancy created thereby. Each Stockholder agrees that it will vote all of the shares of Common Stock owned or held of record by it so as to elect such director. (d) The provisions of this Section 4.1 shall terminate upon a sale of Common Stock pursuant to Section 7.4 of the Put/Call Agreement.
Appears in 2 contracts
Sources: Stockholders' Agreement (Loewen Group Inc), Stockholders' Agreement (Prime Succession Inc)
Election of the Board of Directors. (a) Except as provided below, each Stockholder shall vote all of the shares of voting Common Stock owned or held of record by it so as to elect and continue in office a Board of Directors comprised of eight directors, five of whom BCP BCPII shall have the right to designate (the "BCP Directors") and three of whom LGII shall have the right to designate (the "LGII Directors").
(b) If at any time that this Agreement is in effect BCP or LGII shall notify the other of its desire to remove, with or without cause, any director of Prime Holdings previously designated by it, each Stockholder shall vote all of the shares of voting Common Stock owned or held of record by it so as to remove such director.
(c) If at any time that this Agreement is in effect any director previously designated by BCP or LGII ceases to serve on the Board of Directors (whether by reason of death, resignation, removal or otherwise), the Stockholder who designated such director shall be entitled to designate a successor director to fill the vacancy created thereby. Each Stockholder agrees that it will vote all of the shares of voting Common Stock owned or held of record by it so as to elect such director.
(d) The provisions of this Section 4.1 shall terminate upon a sale of Common Stock pursuant to Section 7.4 of the Put/Call Agreement.
Appears in 2 contracts
Sources: Stockholders' Agreement (Rose Hills Co), Stockholders' Agreement (Loewen Group Inc)