Common use of Election and Replacement Clause in Contracts

Election and Replacement. The Series D Holders may, by a majority vote and upon written notice to the Stockholders' Representative, the Parent and, if after the Closing, the Surviving Corporation, elect or remove the Stockholders' Representative or appoint a new Stockholders' Representative to fill any vacancy created by the death, incapacitation, resignation or removal of the Stockholders' Representative. If the Stockholders' Representative dies, becomes incapacitated, resigns or is removed pursuant to this Section 11.2, the Series D Holders will, by majority vote, appoint a successor Stockholders' Representative to fill the vacancy so created. If the Series D Holders fail to appoint such successor within 10 business days then the Parent or, if after the Closing, the Surviving Corporation may appoint such successor and will advise the Series D Holders of such appointment. Any replacement Stockholders' Representative must sign a consent to be bound by the terms of this Agreement.

Election and Replacement. The Series D Common Holders may, by a majority vote and upon written notice to the Stockholders' Representative, the Parent and, if after the Closing, the Surviving Corporation, elect or remove the Stockholders' Representative or appoint a new Stockholders' Representative to fill any vacancy created by the death, incapacitation, resignation or removal of the Stockholders' Representative. If the Stockholders' Representative dies, becomes incapacitated, resigns or is removed pursuant to this Section 11.2, the Series D Common Holders will, by majority vote, appoint a successor Stockholders' Representative to fill the vacancy so created. If the Series D Common Holders fail to appoint such successor within 10 business days then the Parent or, if after the Closing, the Surviving Corporation may appoint such successor and will advise the Series D Common Holders of such appointment. Any replacement Stockholders' Representative must sign a consent to be bound by the terms of this Agreement.