Common use of Removal of Directors Clause in Contracts

Removal of Directors. Any director may be removed from office, either with or without cause, at any time by vote of the holders of a majority of the outstanding shares of stock, given at any special meeting of the shareholders called for the purpose. Any vacancy so created may be filled by a plurality of the votes of the shareholders given at such meeting. In case any vacancy so created shall not be so filled by the shareholders at such meeting, such vacancy may be filled by the directors as provided in Section 6 of this Article II.

Appears in 3 contracts

Sources: By Laws (Graybar Electric Co Inc), By Laws (Graybar Electric Co Inc), By Laws (Graybar Electric Co Inc)

Removal of Directors. Any director or directors may be removed from office, either with or without cause, at any time with the approval of stockholders required by vote of the holders of a majority of the outstanding shares of stock, given Section 2.07 hereof at any special meeting of the shareholders called for the purposestockholders, duly held as provided in these By-Laws, or by their written consent as provided in these By-Laws. Any vacancy so created At such a meeting or in such consent a successor or successors may be filled elected by a plurality majority of the votes of the shareholders given at such meeting. In case any vacancy so created shall not be so filled by the shareholders at such meeting, such vacancy may be filled by the directors cast as provided in Section 6 of this Article II2.07 hereto.

Appears in 3 contracts

Sources: By Laws (Brown Robert G/), By Laws (Bartels Williams H), By Laws (Spar Group Inc)

Removal of Directors. Any director Director may be removed from officeat any time, either with for or without cause, at any time by upon the affirmative vote of the holders of a majority of the outstanding shares of stockstock of the Corporation entitled to vote for the election of such Director, given at any a special meeting of the shareholders such stockholders called for the purpose. Any vacancy so created in the Board of Directors caused by any such removal may be filled at such meeting by a plurality vote of the votes stockholders entitled to vote for the election of the shareholders given at such meeting. In case any vacancy so created shall not be so filled by the shareholders at such meeting, such vacancy may be filled by the directors as provided in Section 6 of this Article II.Directors so

Appears in 3 contracts

Sources: Merger Agreement, Merger Agreement (Quest Diagnostics Inc), Merger Agreement (Celera CORP)

Removal of Directors. Any director may be removed from office, either with or without cause, at any time office by the stockholders of the Corporation only for cause by the affirmative vote of the holders of at least a majority of the voting power of the outstanding shares of stock, given at any special meeting capital stock of the shareholders called for Corporation entitled to vote generally in the purpose. Any vacancy so created may be filled by election of directors, voting together as a plurality of the votes of the shareholders given at such meeting. In case any vacancy so created shall not be so filled by the shareholders at such meeting, such vacancy may be filled by the directors as provided in Section 6 of this Article IIsingle class.

Appears in 2 contracts

Sources: Merger Agreement (Revelstone Capital Acquisition Corp.), Merger Agreement (Revelstone Capital Acquisition Corp.)

Removal of Directors. Any director Except for Preferred Stock Directors and subject to the Governance Agreement, any Director or the entire Board may be removed from officeoffice at any time, either with or without cause, at any time cause and only by the affirmative vote of the holders of at least a majority of the total voting power of the outstanding shares of stock, given at any special meeting capital stock of the shareholders called for Corporation entitled to vote generally in the purpose. Any vacancy so created may be filled by election of Directors, voting together as a plurality of the votes of the shareholders given at such meeting. In case any vacancy so created shall not be so filled by the shareholders at such meeting, such vacancy may be filled by the directors as provided in Section 6 of this Article IIsingle class.

Appears in 2 contracts

Sources: Transaction Agreement (Endeavor Group Holdings, Inc.), Transaction Agreement (World Wrestling Entertainmentinc)

Removal of Directors. Any director may be removed from officeat any time, either with for or without cause, at any time by upon the affirmative vote of the holders of a majority of the outstanding shares of stock, given at any special meeting stock of the shareholders called corporation entitled to vote generally for the purposeelection of directors, acting at a stockholder meeting or by written consent in accordance with the DGCL and these bylaws. Any vacancy so created in the Board caused by any such removal may be filled at such meeting (or in the written instrument effecting the removal, if the removal was effected by consent without a plurality meeting) by the stockholders entitled to vote for the election of the votes of the shareholders given at such meeting. In case any vacancy director so created shall not be so filled by the shareholders at such meeting, such vacancy may be filled by the directors as provided in Section 6 of this Article IIremoved.

Appears in 2 contracts

Sources: Merger Agreement (International Paper Co /New/), Merger Agreement (Temple Inland Inc)

Removal of Directors. Any director may be removed from officeremoved, either with for or without cause, at any time by vote action of the holders of a majority of the outstanding shares of stockstock entitled to vote thereon, given either at any special a meeting of the shareholders called for the purpose. Any vacancy so created may be filled holders of such shares or, whenever permitted by law, without a plurality of the votes of the shareholders given at such meeting. In case any vacancy so created shall not be so filled meeting by the shareholders at such meeting, such vacancy may be filled by the directors as provided in Section 6 of this Article IItheir written consents thereto.

Appears in 2 contracts

Sources: Merger and Contribution Agreement (Black Titan Corp), Merger and Contribution and Share Exchange Agreement (Titan Pharmaceuticals Inc)

Removal of Directors. Any director of the Company may be removed from officeremoved, either with or without cause, at any time time, by the affirmative vote of the holders of a majority in interest of the outstanding shares stockholders of stockrecord of the Company who would be entitled to vote on the election of such director, given at any special meeting of such stockholders or in accordance with Section 2.09; and the shareholders called for vacancy in the purpose. Any vacancy so created Board caused by any such removal may be filled by a plurality of the votes of the shareholders given such stockholders at such meeting. In case any vacancy special meeting or in accordance with Section 2.09 or, if not so created shall not be so filled by the shareholders at such meetingfilled, such vacancy may be filled by the directors as otherwise provided in Section 6 of this Article II3.11.

Appears in 1 contract

Sources: By Laws (Washington Post Co)

Removal of Directors. Any director may be removed from officeremoved, either with or without cause, at any time time, by the affirmative vote of the holders by written ballot of a majority in voting interest of the outstanding shares stockholders of stockrecord of the Corporation entitled to vote, given at any an annual meeting or at a special meeting of the shareholders stockholders called for the that purpose. Any The vacancy so created may be filled in the Board of Directors caused by a plurality of the votes of the shareholders given at any such meeting. In case any vacancy so created removal shall not be so filled by the shareholders at such meeting, such vacancy may be filled by the directors stockholders at such meeting or, if not so filled, by the Board of Directors as provided in Section 6 5 of this Article IIIII.

Appears in 1 contract

Sources: Merger Agreement (Memry Corp)

Removal of Directors. Any At any special meeting of the stockholders, duly called as provided in these By-laws, any director or directors may be removed from office, either with or without cause, at any time as provided by vote of the holders of law. At such meeting a majority of the outstanding shares of stock, given at any special meeting of the shareholders called for the purpose. Any vacancy so created successor or successors may be filled elected by a plurality of the votes of the shareholders given at such meeting. In case cast, or if any vacancy so created shall not be so filled by the shareholders at such meeting, such vacancy is not so filled, it may be filled by the directors as provided in Section 6 of this Article II2.3.

Appears in 1 contract

Sources: Merger Agreement (Ebro Puleva Partners G.P.)

Removal of Directors. Any Except as otherwise provided by law or the Certificate of Incorporation, any director may be removed from officeremoved, either with or without cause, at any time by the affirmative vote of a majority in interest of the holders of a majority record of the outstanding shares of stock, given stock having voting power at any an annual meeting or at a special meeting of the shareholders stockholders called for that purpose; and the purpose. Any vacancy so created may be filled in the Board of Directors caused by a plurality of the votes of the shareholders given at any such meeting. In case any vacancy so created shall not be so filled by the shareholders at such meeting, such vacancy removal may be filled by the directors as stockholders at such meeting or by the Board of Directors in the manner provided in Section 6 SECTION 11 of this Article ARTICLE II.

Appears in 1 contract

Sources: Merger Agreement (Hanover Direct Inc)

Removal of Directors. Any director or directors may be removed from office, either with or without cause, at any time as provided by vote of the holders of law. At such meeting, a majority of the outstanding shares of stock, given at any special meeting of the shareholders called for the purpose. Any vacancy so created successor or successors may be filled elected by a plurality of the votes of the shareholders given at such meeting. In case cast, or if any vacancy so created shall not be so filled by the shareholders at such meeting, such vacancy is not so filled, it may be filled by the directors as provided in Section 6 3.3 of this Article IIthese Bylaws.

Appears in 1 contract

Sources: Merger Agreement (Icahn Enterprises Holdings L.P.)

Removal of Directors. Any director may be removed from officeremoved, either with or without cause, at any time time, by the affirmative vote of the holders by written ballot of a majority in voting interest of the outstanding shares stockholders of stockrecord of the Corporation entitled to vote, given at any an annual meeting or at a special meeting of the shareholders stockholders called for that purpose or otherwise. The vacancy in the purpose. Any vacancy so created may be filled Board of Directors caused by a plurality of the votes of the shareholders given at any such meeting. In case any vacancy so created removal shall not be so filled by the shareholders at such meeting, such vacancy may be filled by the directors stockholders at such meeting or, if not so filled, by the Board of Directors as provided in Section 6 5 of this Article IIIII.

Appears in 1 contract

Sources: Merger Agreement (MSR Exploration LTD)

Removal of Directors. Any director may be removed from officeremoved, either with or without but only for cause, at any time time, by the affirmative vote by written ballot of a 80% in voting interest of the holders stockholders of a majority record of the outstanding shares of stockCorporation entitled to vote, given at any an annual meeting or at a special meeting of the shareholders stockholders called for the that purpose. Any The vacancy so created may be filled in the Board of Directors caused by a plurality of the votes of the shareholders given at any such meeting. In case any vacancy so created removal shall not be so filled by the shareholders at such meeting, such vacancy may be filled by the directors stockholders at such meeting or, if not so filled, by the Board of Directors as provided in Section 6 of this Article IIIII.

Appears in 1 contract

Sources: Securities Purchase Agreement (Pinnacle Holdings Inc)

Removal of Directors. Any Subject to the certificate of incorporation and applicable law, any director may be removed from office, either with or without cause, at any time by vote of the holders of stockholders, and the vacancy created by such removal may be filled only by a majority of the outstanding shares of stockdirectors then in office, given at any special meeting of the shareholders called for the purpose. Any vacancy so created may be filled even if less than a quorum, or by a plurality of the votes of the shareholders given at such meeting. In case any vacancy so created shall not be so filled by the shareholders at such meeting, such vacancy may be filled by the directors as provided in Section 6 of this Article IIsole remaining director.

Appears in 1 contract

Sources: Separation and Distribution Agreement (Cogint, Inc.)

Removal of Directors. Any Unless otherwise provided by this Certificate or applicable law, any director may be removed from officeoffice at any time, either with or without cause, at any time by the affirmative vote of the holders of a majority in voting power of the outstanding shares of stock, given at any special meeting capital stock of the shareholders called for Corporation entitled to vote generally in the purpose. Any vacancy so created may be filled by election of directors, voting together as a plurality of the votes of the shareholders given at such meeting. In case any vacancy so created shall not be so filled by the shareholders at such meeting, such vacancy may be filled by the directors as provided in Section 6 of this Article IIsingle class.

Appears in 1 contract

Sources: Merger Agreement (Taylor Morrison Home Corp)

Removal of Directors. Any director Director may be removed from officethe Board at any time, either with or without cause, at any time subject to the Director Designation Rights, by vote of stockholders holding, in the holders of aggregate, a majority of the outstanding shares of stockNew Equity Interests, given at any special meeting of the shareholders called for the purpose. Any vacancy so created may be filled either by a plurality of the votes of the shareholders given at such meeting. In case any vacancy so created shall not be so filled written consent or by the shareholders affirmative vote of such stockholders at such meeting, such vacancy may be filled by the directors as provided in Section 6 of this Article IIa duly convened stockholder meeting (“Majority Stockholder Approval”).

Appears in 1 contract

Sources: Restructuring Support Agreement (Chaparral Energy, Inc.)

Removal of Directors. Any Except as otherwise provided by law or by the Charter, any director may be removed from officeremoved, either with or without cause, at any time time, by the affirmative vote of the holders of record of a majority in number of the issued and outstanding shares of stockstock of the Corporation entitled to vote for the election of directors, given at any a special meeting of the shareholders stockholders called and held for the that purpose. Any vacancy so created may be filled by a plurality of the votes of the shareholders given at such meeting. In case any vacancy so created shall not be so filled by the shareholders at such meeting, such vacancy may be filled by the directors as provided in Section 6 of this Article II.

Appears in 1 contract

Sources: By Laws (Potomac Edison Co)