Common use of Removal and Replacement of Nominees Clause in Contracts

Removal and Replacement of Nominees. (i) At any time at which any party shall have exercised its rights to nominate a director pursuant to Section 1(a) and such party shall determine to remove one or more of its nominated directors, with or without cause, the Company and each of the Stockholders agrees to take all steps within their power, including voting (or causing to be voted) any voting Common Stock owned or controlled by them or any of their Affiliates, to cause such director to be so removed from the Board by action of the stockholders of the Company. At any time at which any party shall have exercised its rights to nominate a director pursuant to Section 1(a) and a vacancy shall be created on any of the Board as a result of the death, disability, retirement, resignation or removal, with or without cause, of a director nominated by such party, (x) the Board will request such party to nominate a candidate to be appointed by the Board to fill such vacancy or (y) in the event that a candidate to fill such vacancy is to be elected at the annual meeting of stockholders of the Company, such party shall have the right to nominate the individual to fill such vacancy, and the provisions of paragraph 1(a) above shall apply with respect to the nomination and election of such nominee to fill such vacancy. (ii) Each of the parties hereto further agrees (x) if a candidate nominated by any party or parties to fill any vacancy on the Board in accordance with paragraph (b)(i) above shall not have been appointed to fill such vacancy within ten Business Days of the Board having been given the name of such candidate by the nominating party or parties, then each of the parties hereto (other than the Company) shall act by written consent, or call a special meeting of stockholders of the Company for the sole purpose of filling such vacancy, and in such written consent or at such special meeting, vote or cause to be voted the voting Common Stock of the Company held or controlled by such party or any Affiliate of such party in favor of the candidate nominated to fill such vacancy, (y) other than as provided in Section 1(b)(i), no party hereto shall vote, or give any consent, in favor of the removal as a director of the Company of any candidate nominated by any other party, and (z) if, in connection with the election of any candidate nominated by another party in accordance herewith for election as a director of the Company any party hereto fails or refuses to vote as required by this Section 1, or votes or gives any consent or proxy in contravention of this Section 1, the respective nominating party shall have an irrevocable proxy (which irrevocable proxy shall revoke any proxy previously given by the defaulting party in contravention of this Section 1) pursuant to Section 212(e) of the General Corporation Law of the State of Delaware, coupled with an interest, to vote, all the voting Common Stock of the Company held or controlled by such party in accordance with this Section 1, and each party hereto hereby grants such proxy.

Removal and Replacement of Nominees. (i) At any time at which any party shall have exercised its rights to nominate a director pursuant to Section 1(a) and such party shall determine to remove one or more of its nominated directors, with or without cause, the Company and each of the Stockholders agrees to take all steps within their power, including voting (or causing to be voted) any voting Common Stock owned or controlled by them or any of their Affiliates, to cause such director to be so removed from the Board by action of the stockholders of the Company. At any time at which any party shall have exercised its rights to nominate a director pursuant to Section 1(a) and a vacancy shall be created on any of the Board as a result of the death, disability, retirement, resignation or removal, with or without cause, of a director nominated by such party, (xX) the Board will request such party to nominate a candidate to be appointed by the Board to fill such vacancy or (yY) in the event that a candidate to fill such vacancy is to be elected at the annual meeting of stockholders of the Company, such party shall have the right to nominate the individual to fill such vacancy, and the provisions of paragraph 1(a) above shall apply with respect to the nomination and election of such nominee to fill such vacancy. (ii) Each of the parties hereto further agrees (xX) if a candidate nominated by any party or parties to fill any vacancy on the Board in accordance with paragraph (b)(i) above shall not have been appointed to fill such vacancy within ten Business Days of the Board having been given the name of such candidate by the nominating party or parties, then each of the parties hereto (other than the Company) shall act by written consent, or call a special meeting of stockholders of the Company for the sole purpose of filling such vacancy, and in such written consent or at such special meeting, vote or cause to be voted the voting Common Stock of the Company held or controlled by such party or any Affiliate of such party in favor of the candidate nominated to fill such vacancy, (yY) other than as provided in Section 1(b)(i), no party hereto shall vote, or give any consent, in favor of the removal as a director of the Company of any candidate nominated by any other party, and (zZ) if, in connection with the election of any candidate nominated by another party in accordance herewith for election as a director of the Company any party hereto fails or refuses to vote as required by this Section 1, or votes or gives any consent or proxy in contravention of this Section 1, the respective nominating party shall have an irrevocable proxy (which irrevocable proxy shall revoke any proxy previously given by the defaulting party in contravention of this Section 1) pursuant to Section 212(e) of the General Corporation Law of the State of Delaware, coupled with an interest, to vote, all the voting Common Stock of the Company held or controlled by such party in accordance with this Section 1, and each party hereto hereby grants such proxy.

Removal and Replacement of Nominees. (i) At any time at which any party person or group shall have exercised its rights to nominate a director pursuant to Section 1(a) and such party person or group shall determine to remove one or more of its nominated directors, with or without cause, the Company and each of the Stockholders agrees agree to take all steps within their power, including voting (or causing to be voted) any voting Common Capital Stock owned or controlled by them or any of their Affiliates, to cause such director to be so removed from the Board by action Board, and under no other circumstances may any such nominated director be removed as a director (it being understood, for avoidance of doubt, that with respect to the Outside Director and any Management Director other than the initial Management Directors, if any such director ceases at any time to have unanimous approval of the stockholders Major Investors to remain as a director, then upon notice thereof to the Company, the Company and each of the CompanyStockholders shall cause such director to be removed and replaced with a different individual then unanimously approved by the Major Investors). At Subject to Section 1(a)(ii) and the foregoing sentence, at any time at which any party person or group shall have exercised its rights to nominate a director pursuant to Section 1(a) and a vacancy shall be created on any of the Board as a result of the death, disability, retirement, resignation or removal, with or without cause, of a director nominated by such partyperson or group, (x) the Board will request such party person or group that nominated the director to nominate a candidate to be appointed by the Board to fill such vacancy or (y) in the event that a candidate to fill such vacancy is to be elected at the annual meeting of stockholders of the Company, such party person or group shall have the right to nominate the individual to fill such vacancy, and the provisions of paragraph Section 1(a) above shall apply with respect to the nomination and election of such nominee (including the obligation on the part of the Stockholders to vote for such nominee) to fill such vacancy. (ii) Each of the parties hereto further agrees agrees, subject to Section 1(a)(ii), that (x) if a candidate nominated by any party or parties to fill any vacancy on the Board in accordance with paragraph (b)(iSection 1(b)(i) above shall not have been appointed to fill such vacancy within ten Business Days of the Board having been given the name of such candidate by the nominating party person or partiesgroup, then each of the parties hereto (other than the Company) shall act by written consent, or call a special meeting of stockholders of the Company Company, for the sole purpose of filling such vacancy, and in such written consent or at such special meeting, vote or cause to be voted the voting Common Capital Stock of the Company held or controlled by such party person or group or any Affiliate of such party in favor of the candidate nominated to fill such vacancy, (y) other than as provided in Section 1(b)(i), no party hereto shall vote, or give any consent, in favor of the removal as a director of the Company of any candidate nominated by any other partyperson or group entitled to do so pursuant to this Agreement, and (z) if, in connection with the election of any candidate nominated by another party in accordance herewith for election as a director of the Company any party hereto fails or refuses to vote as required by this Section 1, or votes or gives any consent or proxy in contravention of this Section 1, the respective nominating party nominator shall have an irrevocable proxy (which irrevocable proxy shall revoke any proxy previously given by the defaulting party in contravention of this Section 1) pursuant to Section 212(e) of the General Corporation Law of the State of Delaware, coupled with an interest, to vote, all the voting Common Capital Stock of the Company held or controlled by such party in accordance with this Section 1, and each party hereto hereby grants such proxy.