Common use of Removal and Replacement of Directors Clause in Contracts

Removal and Replacement of Directors. (a) Each Shareholder shall have the absolute right to remove any director designated by it at any time at its sole discretion, and each of the Shareholders shall vote its Shares at any general meeting of the Company or in any written consent of Shareholders so as to effectuate such right. (b) If, as a result of death, resignation, removal or otherwise, there shall exist or occur any vacancy on the Board, the Shareholder entitled under Section 3.2 to nominate the Director whose death, resignation, removal or other departure resulted in such vacancy shall nominate another individual to serve in place of such Director and the Shareholders shall elect such individual to the Board as soon as practicable thereafter. If it is the Investor Director whose death, resignation, removal or other departure has resulted in the vacancy, neither the Shareholders nor the Board shall transact any business of the Company until the Shareholder entitled under Section 3.2 to nominate such Director has designated and the Shareholders have elected the replacement for such Director, unless the relevant Shareholder shall have failed to nominate a replacement Director within thirty (30) days after such death, resignation, removal or other departure. (c) Except as provided in this Section 3.3, no Shareholder shall vote for the removal of the Investor Directors.

Removal and Replacement of Directors. (ai) Each Shareholder A Director shall have be removed from the absolute right to remove any director designated by it at any time at its sole discretionBoard, with or without cause, upon, and each only upon, the affirmative vote of the Shareholders in accordance with this Section 4.2(b) and the provisions of the Act. Each Shareholder shall vote its Shares at any general meeting for the removal of a Director upon the request of the Company or in any written consent of Shareholders so as to effectuate such right. (b) If, as a result of death, resignation, removal or otherwise, there shall exist or occur any vacancy on the Board, the Shareholder entitled under Section 3.2 to nominate the Director whose death, resignation, removal or other departure resulted in such vacancy shall nominate another individual to serve in place of such Director and the Shareholders shall elect such individual to the Board as soon as practicable thereafter. If it is the Investor Director whose death, resignation, removal or other departure has resulted in the vacancy, neither the Shareholders nor the Board shall transact any business of the Company until the Shareholder entitled under Section 3.2 to nominate such Director has designated and the Shareholders have elected the replacement for Securities Holder that nominated such Director, unless the relevant Shareholder shall have failed to nominate a replacement Director within thirty (30) days after such death, resignation, removal or other departure. (c) Except as provided in this Section 3.3. Otherwise, no Shareholder shall vote for the removal of a Director. (ii) In the Investor Directorsevent any Director resigns or is removed in accordance with Section 4.2(b)(i), the Securities Holder that nominated such Director will have the right to nominate such Director's successor or replacement, and such successor or replacement Director shall be nominated and elected on or as soon as practicable after the date of such resignation or removal. If it is a Lender Director that resigns or is removed, unless the Lender shall have failed to nominate a successor or replacement Director within ten (10) Business Days after such resignation or removal, the Shareholders shall not, and the Shareholders shall procure that their nominated Directors shall not, transact any business until the Shareholders have elected the successor or replacement Director nominated by the Lender. (iii) The provisions of this Section 4.2(b) shall only apply for so long as the Lender is entitled to have a Lender Director appointed to the Board pursuant to Section 4.2(a).

Removal and Replacement of Directors. (a) Each Shareholder shall have the absolute right to remove any director designated nominated by it at any time at its sole discretion, provided that (i) the Common Director shall not be removed without the prior written consent of Solid Gain, (ii) to the extent that Solid Gain desires to remove and replace the Common Director, Solid Gain shall deliver to Crescent Jade a written request setting forth its desire to remove the Common Director and its recommendation of a replacement nominee, and Crescent Jade shall, upon receipt of such request, take steps to implement the same as promptly as practicable and in any event no later than fifteen (15) Business Days after the date of its receipt of such request; and each of the Shareholders shall vote its Shares at any general meeting of the Company shareholders meeting, or in any written consent of Shareholders in lieu of such a meeting, so as to effectuate such right. (b) If, as a result of death, resignation, removal (with or without Cause) or otherwise, there shall exist or occur any vacancy on the Board, the Shareholder entitled under Section 3.2 3.3 to nominate the Director whose death, resignation, removal or other departure resulted in such vacancy shall nominate another individual to serve in place of such Director in accordance with Section 3.3 and the Shareholders shall elect such individual to the Board as soon as practicable thereafter. If it is the Investor Director whose death, resignation, removal or other departure has resulted in the vacancy, neither the Shareholders nor the Board shall transact any business of the Company until the Shareholder entitled under Section 3.2 to nominate such Director has designated and the Shareholders have elected the replacement for such Director, unless the relevant Shareholder shall have failed to nominate a replacement Director within thirty (30) days after such death, resignation, removal or other departure. (c) Except as provided in this Section 3.3, no Shareholder shall vote for the removal of the Investor Directors.

Removal and Replacement of Directors. (a) Each Shareholder shall have the absolute right to remove any director designated nominated by it at any time at its sole discretion, and each of the Shareholders shall vote its Shares at any general meeting of the Company Shareholders Meeting or in any written consent of Shareholders so as to effectuate such right. Except as provided in the previous sentence, no Shareholder shall vote for the removal of an Investor Director or an Existing Shareholder Director unless there is Cause (as defined in (c) below). (b) If, as a result of death, resignation, removal (with or without Cause) or otherwise, there shall exist or occur any vacancy on the Board, the Shareholder entitled under Section 3.2 Clause 3.3 to nominate the Director whose death, resignation, removal or other departure resulted in such vacancy shall nominate another individual to serve in place of such Director and the Shareholders shall elect such individual to the Board as soon as practicable thereafter. If it is the an Investor Director whose death, resignation, removal or other departure has resulted in the vacancy, neither the Shareholders nor the Board shall transact any business of the Company until the Shareholder Investor entitled under Section 3.2 Clause 3.3 to nominate the Director whose death, resignation, removal or other departure resulted in such Director vacancy has designated and the Shareholders have elected the replacement for such Director, unless the relevant Shareholder such Investor shall have failed to nominate a replacement Director within thirty ten (3010) days Business Days after such death, resignation, removal or other departure. (c) Except as provided in this Section 3.3, no Shareholder shall vote for the removal of the Investor Directors.