Common use of Removal and Replacement of Directors Clause in Contracts

Removal and Replacement of Directors. (a) Each Director will serve on the Board for such term as set forth in the Company Governing Documents. A Director that is appointed by the Apollo Stockholder or by a Principal Stockholder may be removed and replaced at any time and for any reason (or no reason) only at the direction and upon the approval of the Apollo Stockholder or the Principal Stockholder that designated such Director to the Board. Any Director designated by the Apollo Stockholder or a Principal Stockholder who is no longer entitled to designate such Director pursuant to Section 5.01(c) may be removed upon the approval of a majority of the other Directors; provided, that such majority shall exclude any other Director designated by the Apollo Stockholder or such Principal Stockholder, as the case may be, to the extent that the Apollo Stockholder or such Principal Stockholder, as the case may be, had previously designated the Director who is being removed. The Apollo Stockholder or such Principal Stockholder, as the case may be, shall cooperate with the other Directors and the Company in removing such Director, including by causing such Director to resign from his seat on the Board. Notwithstanding anything to the contrary in this Section 5.02, in the event that the Apollo Stockholder or any Principal Stockholder loses its right to designate a Director pursuant to Section 5.01(c), (i) if such Legacy Class A Stockholder is still entitled to designate one (1) or more Directors to the Board, such Legacy Class A Stockholder may choose, in its sole discretion, which of its designated Directors shall resign from the Board and (ii) if such Legacy Class A Stockholder loses such Board Designation Right following the Registration Statement Effective Time, such resigning Director shall serve out the remainder of his or her term prior to resigning from the Board. (b) Any vacancy on the Board (whether caused by the death, incapacity, resignation or removal of such Director) shall be filled by a majority vote of the Directors then in office; provided, that for so long as the Legacy Class A Stockholders hold more than fifty percent (50%) of the outstanding Class A Shares, in the event that such vacancy is with respect to a Director that the Apollo Stockholder, a Principal Stockholder or a Majority-in-Interest is entitled to designate to the Board pursuant to this Article V, then each of the Apollo Stockholder, the Principal Stockholders and the Majority-in-Interest shall cause their respective designated Directors then in office to vote in favor of the replacement Director so designated by the Apollo Stockholder, such Principal Stockholder or the Majority-in-Interest (as the case may be). If the Apollo Stockholder or any Principal Stockholder loses its Board Designation Rights with respect to any Board seat and the Legacy Class A Stockholders hold more than fifty percent (50%) of the outstanding Class A Shares, then any vacancy created by the loss of such Board Designation Right shall be filled by a vote of the Majority-in-Interest (each Director designated by such Majority-in-Interest a “Replacement Director”); provided, that (i) each Replacement Director shall be an Independent Director and (ii) any potential Replacement Director’s fees or similar compensation paid to such Replacement Director shall be taken into account in determining whether such person would qualify as an Independent Director. If the Legacy Class A Stockholders hold more than fifty percent (50%) of the outstanding Class A Shares, a Majority-in-Interest shall have the right to designate a Replacement Director to the Board in the event of the death, incapacity, resignation or removal of a Replacement Director. The Legacy Class A Stockholders hereby covenant and agree to use good faith efforts to fill any vacancy on the Board as promptly as reasonably practicable.

Removal and Replacement of Directors. (a) Each Director will serve on the Board for such term as set forth in the Company Governing Documents. A Director that is appointed by the Apollo Stockholder or by a Principal Stockholder Directors may be removed from office and replaced at as follows (it being understood that the following shall be effected in a manner that is not in violation of the Virginia Stock Corporation Act or the Articles of Incorporation or Bylaws of the Company regarding removal of directors. That is, removal of any time and for any reason (or no reason) only at the direction and upon director shall be subject to the approval of the Apollo Stockholder or the Principal Stockholder that designated such Director to the Board. Any Director designated by the Apollo Stockholder or a Principal Stockholder who is no longer entitled to designate such Director pursuant to Section 5.01(c) may be removed upon the approval holders of a majority of the other Directors; provided, that such majority shall exclude any other Director designated by outstanding shares of common stock of the Apollo Stockholder or such Principal Stockholder, as the case may be, to the extent that the Apollo Stockholder or such Principal Stockholder, as the case may be, had previously designated the Director who is being removed. The Apollo Stockholder or such Principal Stockholder, as the case may be, shall cooperate with the other Directors and the Company in removing such Director, including by causing such Director to resign from his seat on the Board. Notwithstanding anything to the contrary in this Section 5.02, in the event that the Apollo Stockholder or any Principal Stockholder loses its right to designate a Director pursuant to Section 5.01(c), Company): (i) if such Legacy Class A Stockholder is still entitled to Any party hereto may designate one (1) any or more Directors to the Board, such Legacy Class A Stockholder may choose, in its sole discretion, which all of its designated Directors shall resign own designees for removal from the Board and may designate a nominee for appointment to the Board to fill any vacancy resulting from any such removal. (ii) if such Legacy Class A Stockholder loses such Board Designation Right following the Registration Statement Effective Time, such resigning Director shall serve out the remainder of his or her term prior to resigning from the Board. (b) Any vacancy on the Board (whether caused by the death, incapacity, resignation or removal of such Director) shall be filled by a majority vote of the Directors then in office; provided, that for For so long as Purchaser has the Legacy Class A Stockholders hold more than fifty percent (50%) of the outstanding Class A Shares, in the event that such vacancy is with respect to a Director that the Apollo Stockholder, a Principal Stockholder or a Majority-in-Interest is entitled right to designate one Director nominee for election or appointment, as applicable, to the Board pursuant to this Article V2, then each FBR TRS may not take any action to cause the removal of a Purchaser Designee except for Cause and in that event the relevant Purchaser entity may nominate a replacement for the Director so removed. (iii) FBR TRS shall have the right to designate for removal any or all of the Apollo Stockholder, Independent Directors at any time and shall have the Principal Stockholders and right to designate an Independent Director nominee to fill the Majority-in-Interest vacancy resulting from any such removal; provided that FBR TRS shall cause their respective designated Directors then in office to vote in favor of the replacement Director so designated by the Apollo Stockholder, such Principal Stockholder or the Majority-in-Interest (as the case may be). If the Apollo Stockholder or any Principal Stockholder loses its Board Designation Rights consult Purchaser with respect to the selection of a replacement for any such Independent Director. (iv) For so long as Purchaser has the right to designate one Director nominee for election or appointment, as applicable, to the Board seat and pursuant to this Article 2, in the Legacy Class A Stockholders hold more than fifty percent (50%) event of the outstanding Class A Shares, then any a vacancy created by the loss departure (for any reason, including death, disability, retirement, resignation or removal (with or without cause)) of such Board Designation Right shall be filled by a vote of the Majority-in-Interest (each Director designated by such Majority-in-Interest a “Replacement Director”); provided, that (i) each Replacement Director shall be an Independent Director and (ii) any potential Replacement Director’s fees or similar compensation paid to such Replacement Director shall be taken into account in determining whether such person would qualify as an Independent Director. If the Legacy Class A Stockholders hold more than fifty percent (50%) of the outstanding Class A Shares, a Majority-in-Interest FBR TRS shall have the right to designate a Replacement replacement Independent Director who shall be reasonably acceptable to the Board in the event of the death, incapacity, resignation or removal of a Replacement Director. The Legacy Class A Stockholders hereby covenant and agree to use good faith efforts Purchaser for appointment to fill any the vacancy resulting from such departure; provided that if FBR TRS and Purchaser are unable to agree on the Board replacement Independent Director (x) FBR TRS 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 promptly as reasonably practicableFBR TRS and Purchaser can agree on a permanent replacement and (y) if FBR TRS and Purchaser are unable to agree on a permanent replacement Independent Director within 45 days after the creation of such vacancy, the remaining permanent Independent Directors, if any, shall have the right to designate the permanent replacement Independent Director for appointment to fill the vacancy resulting from such departure after consultation with both FBR TRS and Purchaser.

Removal and Replacement of Directors. (a) Each Director will serve on the Board for such term as set forth in the Company Governing Documents. A Director that is appointed by the Apollo Stockholder or designated by a Principal Designating Stockholder may be removed from the Board and replaced with a designee of such Designating Stockholder at any time and for any reason (or no reason) only at the direction and upon the approval of the Apollo Stockholder or the Principal Stockholder that designated such Director to the BoardDesignating Stockholder. Any Director designated by a Designating Stockholder shall sign an undated resignation letter upon his or her election as a Director to be effective automatically upon the Apollo Stockholder or requirement for such Director to resign hereunder, and any Director designated by a Principal Designating Stockholder who is no longer entitled to designate such Director pursuant to Section 5.01(c4.01(d) may shall immediately resign in accordance with such pre-signed resignation letter, which resignation letter will be removed dated by the secretary of the Company and automatically effective upon the approval of a majority of the other Directors; provided, that trigger date relating to such majority shall exclude any other Director designated by the Apollo Stockholder or such Principal Stockholder, as the case may be, to the extent that the Apollo Stockholder or such Principal Stockholder, as the case may be, had previously designated the Director who is being removedresignation. The Apollo Stockholders, including the Stockholder or such Principal Stockholder, as formerly holding the case may be, shall cooperate with the other Directors and the Company in removing right to designate such Director, including by causing such shall vote to remove any Director designated in accordance with Section 4.01(a) who fails to resign from his seat on the BoardBoard following the termination of the applicable Board Designation Right. Notwithstanding anything to the contrary in this Section 5.024.02, in the event that the Apollo Stockholder or any Principal a Designating Stockholder loses its right to designate a Director pursuant to Section 5.01(c4.01(c), the vacancy shall be filled by an individual elected by a majority of the other Directors then in office until such time as such vacancy is filled by a Majority Vote pursuant to (ix) if a meeting of stockholders duly called for such Legacy Class A Stockholder is still entitled to designate one purpose, (1y) the next regularly scheduled annual meeting of stockholders, or more Directors to (z) a written consent duly authorized in accordance with the Board, such Legacy Class A Stockholder may choose, in its sole discretion, which of its designated Directors shall resign from the Board and (ii) if such Legacy Class A Stockholder loses such Board Designation Right following the Registration Statement Effective Time, such resigning Director shall serve out the remainder of his or her term prior to resigning from the BoardCompany Governing Documents. (b) Any vacancy on the Board (whether caused by the death, incapacity, resignation or removal of such a Director) shall be filled (i) for each Director designated by a Designating Stockholder, by the Board with a new individual designated by the Designating Stockholder who designated such vacating Director, (ii) for the CEO Director, pursuant to Section 4.01(d)(v) or (iii) for any other Director, including for a vacancy created as the result of any increase in the number of Directors on the Board, by a majority vote of the Directors then in office; provided, that for so long as the Legacy Class A Stockholders hold more than fifty percent (50%) of the outstanding Class A Shares, in the event that such vacancy is with respect to a Director that the Apollo Stockholder, a Principal Stockholder or a Majority-in-Interest is entitled to designate to the Board pursuant to this Article V, then each of the Apollo Stockholder, the Principal Stockholders and the Majority-in-Interest shall cause their respective designated other Directors then in office to vote in favor of the replacement Director so designated by the Apollo Stockholder, until such Principal Stockholder or the Majority-in-Interest (time as the case may be). If the Apollo Stockholder or any Principal Stockholder loses its Board Designation Rights with respect to any Board seat and the Legacy Class A Stockholders hold more than fifty percent (50%) of the outstanding Class A Shares, then any such vacancy created by the loss of such Board Designation Right shall be is filled by a vote Majority Vote pursuant to (x) a meeting of stockholders duly called for such purpose, (y) the Majority-in-Interest next regularly scheduled annual meeting of stockholders, or (each Director designated by such Majority-in-Interest z) a “Replacement Director”); provided, that (i) each Replacement Director shall be an Independent Director and (ii) any potential Replacement Director’s fees or similar compensation paid to such Replacement Director shall be taken into account written consent duly authorized in determining whether such person would qualify as an Independent Director. If accordance with the Legacy Class A Stockholders hold more than fifty percent (50%) of the outstanding Class A Shares, a Majority-in-Interest shall have the right to designate a Replacement Director to the Board in the event of the death, incapacity, resignation or removal of a Replacement DirectorCompany Governing Documents. The Legacy Class A Stockholders hereby covenant and agree to use good faith efforts to fill any vacancy on the Board as promptly as reasonably practicable.