Common use of Removal and Replacement of Directors Clause in Contracts

Removal and Replacement of Directors. (a) Following the completion of the IPO, for so long as Sohu Search, Tencent, and their respective Affiliates hold, in the aggregate, more than 50% of the voting power of the Company: (i) Sohu Search shall be entitled to appoint, remove, and replace any Sohu Search Director, with or without cause; and (ii) Tencent shall be entitled to appoint, remove, and replace any Tencent Director, with or without cause; in each case by Sohu Search or Tencent (as applicable) depositing a notification of appointment or removal to the Registration Agent (with a copy to the Company’s registered office) and without the need of obtaining any shareholder or Board approval of the Company, and the Company shall, or shall direct its Registration Agent to, update the Company’s register of directors and officers accordingly and without delay. (b) In addition, if at any time following the third (3rd) year anniversary of the completion of the IPO Sohu Search determines that it would like to change the composition of the Board in accordance with Section 3.1(a)(ii), Sohu Search will be entitled to either increase or decrease the size of the Board and appoint at least a majority of the members of the Board and (i) remove and replace any director so appointed, in each case by depositing a notification of appointment or removal at the Registration Agent (with a copy to the registered office of the Company) and (ii) remove any Tencent Director as and to the extent necessary to permit the Sohu Search Directors to constitute a majority of the directors of the Board, in each case without further action or ratification by the Parties or any shareholders of the Company, whereupon the maximum number of directors shall automatically increase or decrease accordingly and the Company shall, or shall direct its Registration Agent to, update the register of directors and officers accordingly and without delay, provided that (x) Tencent shall always be entitled to appoint at least one (1) director to the Board, and (y) if at any time there is more than one (1) Tencent Director and Sohu Search wishes to remove one or more Tencent Directors pursuant to this subsection, Tencent shall be entitled to designate the Tencent Director, or Tencent Directors, to be so removed.

Removal and Replacement of Directors. (a) Following the completion of the IPO, for so long as Sohu Search, Tencent, and their respective Affiliates hold, in the aggregate, more than 50% of the voting power of the Company: (i) Sohu Search A Director shall be entitled to appoint, remove, and replace any Sohu Search Directorremoved, with or without cause; and, upon, and only upon, the affirmative vote of the Shareholders who appointed such Director. (ii) Tencent In the event any Director resigns or is removed in accordance with Section 4.3(b)(i), the Shareholder that appointed such Director will have the right to appoint such Director’s successor or replacement. (iii) If it is the Series B Director or the Series A Director that resigns, dies, is removed or is disqualified (a “Terminated Director”), neither the Shareholders nor the Board shall be entitled authorize the Company to appointtransact any business outside the ordinary course of business or that is adverse to the interests of the Series B Shareholders or the Series A Shareholders, removeas the case may be, and replace any Tencent Directoras shareholders of the Company until the earlier of (i) the date that the successor or replacement Series B Director or Series A Director nominated by the Series B Shareholders or the Series A Shareholder, with or without cause; in each case by Sohu Search or Tencent (as applicable) depositing a notification of appointment or removal , has been elected to the Registration Agent (with a copy Board pursuant to the Company’s registered office) and without the need of obtaining any shareholder Second Restated Articles or Board approval of the Company, and the Company shall, or shall direct its Registration Agent to, update the Company’s register of directors and officers accordingly and without delay. (b) In addition, if at any time following the third (3rd) year anniversary of the completion of the IPO Sohu Search determines that it would like to change the composition of the Board in accordance with Section 3.1(a)(ii), Sohu Search will be entitled to either increase or decrease the size of the Board and appoint at least a majority of the members of the Board and (i) remove and replace any director so appointed, in each case by depositing a notification of appointment or removal at the Registration Agent (with a copy to the registered office of the Company) and (ii) remove the date that is fifteen (15) days after the original date of the resignation, death, removal or disqualification of the Terminated Director; provided, however, that the Series B Shareholders or the Series A Shareholder, as applicable, shall in good faith use its reasonable best efforts to nominate and elect a successor or replacement Series B Director or Series A Director, as applicable, as soon as possible after the resignation, death, removal or disqualification of the Terminated Director and in any Tencent Director case within fifteen (15) days after such resignation, death, removal or disqualification; provided, further, that the other Shareholders agree to cooperate in good faith with the Series B Shareholders or the Series A Shareholder, as the case may be, in furtherance of the foregoing provisions and vote their Shares, to the extent necessary to permit under the Sohu Search Directors to constitute a majority laws of the directors Cayman Islands, whether by way of the Boarda meeting called for that purpose or by written consent and in any event as expeditiously as reasonably possible, in each case without further action or ratification accordance with the Company’s Second Restated Articles and this Agreement to elect the person nominated by the Parties Series B Shareholders or any shareholders of the CompanySeries A Shareholder, whereupon the maximum number of directors shall automatically increase or decrease accordingly and the Company shall, or shall direct its Registration Agent to, update the register of directors and officers accordingly and without delay, provided that (x) Tencent shall always be entitled to appoint at least one (1) director to the Board, and (y) if at any time there is more than one (1) Tencent Director and Sohu Search wishes to remove one or more Tencent Directors pursuant to this subsection, Tencent shall be entitled to designate the Tencent Director, or Tencent Directorsas applicable, to be so removedreplace or succeed the Terminated Director.

Removal and Replacement of Directors. Directors may be removed from office and replaced as follows (a) Following it being understood that the completion following shall be effected in a manner that is not in violation of the IPOVirginia Stock Corporation Act or the Articles of Incorporation or Bylaws of the Company regarding removal of directors. That is, removal of any director shall be subject to the approval of the holders of a majority of the outstanding Shares): (i) Any Party may designate any or all of its own designees for removal from the Board (or any Subsidiary or Committee, as applicable) and may designate a nominee for appointment to the Board to fill any vacancy resulting from any such removal; provided, however, that FBR TRS shall not have authority to remove and/or replace ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ from the Board for so long as Sohu Searchhe is entitled to be nominated for election to the Board pursuant to the Director Agreement. (ii) For so long as Crestview has the right to designate one Director nominee for election or appointment, Tencentas applicable, to the Board pursuant to this Article 2, FBR TRS may not take any action to cause the removal of a Crestview Designee except for Cause and their respective Affiliates holdin that event the relevant Crestview entity may nominate a replacement for the Director so removed. (iii) For so long as FBR TRS has the right to designate one Director nominee for election or appointment, as applicable, to the Board pursuant to this Article 2, Crestview may not take any action to cause the removal of an AAI Designee except for Cause and in that event FBR TRS may nominate a replacement for the Director so removed. (iv) The Board (acting by majority vote) shall have the right to designate for removal any or all of the Directors (other than the Crestview Designees and the AAI Designees) at any time and shall have the right to designate a nominee (consistent with the provisions of Section 2.1(a)(i)(C) and Section 2.1(a)(i)(D)) to fill the vacancy resulting from any such removal or any vacancy created as a result of Crestview or FBR TRS losing its right to designate a Director nominee pursuant to Section 2.4 or Section 2.5, respectively; provided that the Board shall consult with Crestview with respect to the selection of a replacement for any Independent Director as provided in Section 2.1(b)(v). (v) For so long as Crestview has the right to designate one Director nominee for election or appointment, as applicable, to the Board pursuant to this Article 2, in the aggregateevent of a vacancy created by the departure (for any reason, more than 50% of the voting power of the Company: including death, disability, retirement, resignation or removal (i) Sohu Search shall be entitled to appoint, remove, and replace any Sohu Search Director, with or without cause; and )) of an Independent Director, the Board (iiacting by majority vote) Tencent shall have the right to designate a replacement Independent Director who shall be entitled reasonably acceptable to appoint, remove, and replace any Tencent Director, with or without causeCrestview for appointment to fill the vacancy resulting from such departure; in each case by Sohu Search or Tencent (as applicable) depositing a notification of appointment or removal to the Registration Agent (with a copy to the Company’s registered office) and without the need of obtaining any shareholder or Board approval of the Company, and the Company shall, or shall direct its Registration Agent to, update the Company’s register of directors and officers accordingly and without delay. (b) In addition, provided that if at any time following the third (3rd) year anniversary of the completion of the IPO Sohu Search determines that it would like to change the composition of the Board in accordance with Section 3.1(a)(ii), Sohu Search will be entitled to either increase or decrease the size of the Board and appoint at least a majority of Crestview are unable to agree on the members of replacement Independent Director (x) the Board shall have the right to designate the replacement Independent Director for appointment to fill the vacancy resulting from such departure to serve until such time as the Board and (i) remove and replace any director so appointed, in each case by depositing Crestview can agree on a notification of appointment or removal at the Registration Agent (with a copy to the registered office of the Company) and (ii) remove any Tencent Director as and to the extent necessary to permit the Sohu Search Directors to constitute a majority of the directors of the Board, in each case without further action or ratification by the Parties or any shareholders of the Company, whereupon the maximum number of directors shall automatically increase or decrease accordingly and the Company shall, or shall direct its Registration Agent to, update the register of directors and officers accordingly and without delay, provided that (x) Tencent shall always be entitled to appoint at least one (1) director to the Boardpermanent replacement, and (y) if at any time there is more than one (1) Tencent the Board and Crestview are unable to agree on a permanent replacement Independent Director and Sohu Search wishes to remove one or more Tencent Directors pursuant to this subsectionwithin 45 days after the creation of such vacancy, Tencent the remaining permanent Independent Directors, if any, shall be entitled have the right to designate the Tencent Director, or Tencent Directors, permanent replacement Independent Director for appointment to be so removedfill the vacancy resulting from such departure after consultation with both the remaining members of the Board and Crestview.