Common use of Failure to Designate Clause in Contracts

Failure to Designate. Any Stockholder entitled to designate a representative to fill any director position pursuant to the terms of this Section 1.1 may direct that such director position is left vacant. If the Stockholder entitled to designate such director fails to designate a representative to fill any director position pursuant to the terms of this Section 1.1 and fails to direct that such director position shall be left vacant, then the election of an individual to such directorship shall be accomplished in accordance with the Company's or Company Subsidiary's bylaws and applicable law; provided that the Stockholders shall vote to remove such individual if the Stockholder entitled to designate such individual pursuant to Section 1.1(a) above so directs. In the event any Stockholder entitled to designate a representative to fill a director position directs that such position be left vacant or fails to designate a representative, such Stockholder shall be entitled to designate one observer for each such director position.