Common use of Resignations and Removals of Directors Clause in Contracts

Resignations and Removals of Directors. Any director of the Corporation may resign from the Board of Directors or any committee thereof at any time, by giving notice in writing or by electronic transmission to the Chairman of the Board of Directors, the Chief Executive Officer or the Secretary of the Corporation and, in the case of a committee, to the Chairman of such committee, if there be one. Such resignation shall take effect at the time therein specified or, if no time is specified, immediately; and, unless otherwise specified in such notice, the acceptance of such resignation shall not be necessary to make it effective. Except as otherwise required by applicable law and subject to the rights, if any, of the holders of shares of preferred stock then outstanding, any director or the entire Board of Directors may be removed from office at any time by the affirmative vote of the holders of at least a majority in voting power of the issued and outstanding capital stock of the Corporation entitled to vote in the election of directors; provided that if the director serving as Chairman of the Board of Directors is an Independent Director (as defined in the Corporation’s Certificate of Incorporation) then such director, or if the Chairman of the Board of Directors is not an Independent Director then the director serving as Lead Independent Director, may only be removed as a director with the affirmative vote of the holders of a majority of the shares of Class A Common Stock excluding Permitted Holders and Affiliated Persons. Any director serving on a committee of the Board of Directors may be removed from such committee at any time by the Board of Directors. “Permitted Holder” shall mean (i) Je▇▇▇ ▇▇▇▇▇, Vi▇▇▇▇ ▇▇▇▇▇ ▇nd their respective estates, executors and conservators, (ii) any trust (including the trustee thereof) established for the benefit of Je▇▇▇ ▇▇▇▇▇, Vi▇▇▇▇ ▇▇▇▇▇ ▇r any children (including adopted children) thereof, (iii) any such children upon transfer from Je▇▇▇ ▇▇▇▇▇ ▇r Vi▇▇▇▇ ▇▇▇▇▇, or upon distribution from any such trust or from the estates of Je▇▇▇ ▇▇▇▇▇ ▇r Vi▇▇▇▇ ▇▇▇▇▇ ▇nd (iv) any corporation, limited liability company or partnership the sole stockholders, members or partners of which are Permitted Holders. “Affiliated Person” means any entity (other than the Corporation or any subsidiary of the Corporation) of which more than 10% of the capital stock or other equity interests or voting power of which is held by one or more Permitted Holders, and any director, officer or employee hereof.

Resignations and Removals of Directors. Any director of the Corporation may resign from the Board of Directors or any committee thereof at any time, by giving notice in writing or by electronic transmission to the Chairman of the Board of Directors, the Chief Executive Officer or the Secretary of the Corporation and, in the case of a committee, to the Chairman of such committee, if there be one. Such resignation shall take effect at the time therein specified or, if no time is specified, immediately; immediately; and, unless otherwise specified in such notice, the acceptance of such resignation shall not be necessary to make it effective. Except as otherwise required by applicable law and subject to the rights, if any, of the holders of shares of preferred stock then outstanding, any director or the entire Board of Directors may be removed from office at any time by the affirmative vote of the holders of at least a majority in voting power of the issued and outstanding capital stock of the Corporation entitled to vote in the election of directors; directors; provided that if the director serving as Chairman of the Board of Directors is an Independent Director (as defined in the Corporation’s Certificate of Incorporation) then such director, or if the Chairman of the Board of Directors is not an Independent Director then the director serving as Lead Independent Director, may only be removed as a director with the affirmative vote of the holders of a majority of the shares of Class A Common Stock excluding Permitted Holders and Affiliated Persons. Any director serving on a committee of the Board of Directors may be removed from such committee at any time by the Board of Directors. “Permitted Holder” shall mean (i) Je▇▇▇▇▇ ▇▇▇▇▇, Vi▇▇▇▇▇▇ ▇▇▇▇▇ ▇nd and their respective estates, executors and conservators, (ii) any trust (including the trustee thereof) established for the benefit of Je▇▇▇▇▇ ▇▇▇▇▇, Vi▇▇▇▇▇▇ ▇▇▇▇▇ ▇r or any children (including adopted children) thereof, (iii) any such children upon transfer from Je▇▇▇▇▇ ▇▇▇▇▇ or ▇r Vi▇▇▇▇▇ ▇▇▇▇▇, or upon distribution from any such trust or from the estates of Je▇▇▇ ▇▇▇▇▇ ▇r Vi▇▇▇▇ ▇▇▇▇▇ or ▇nd ▇▇▇▇▇ ▇▇▇▇▇ and (iv) any corporation, limited liability company or partnership the sole stockholders, members or partners of which are Permitted Holders. “Affiliated Person” means any entity (other than the Corporation or any subsidiary of the Corporation) of which more than 10% of the capital stock or other equity interests or voting power of which is held by one or more Permitted Holders, and any director, officer or employee hereof.