Common use of Replacement Process Clause in Contracts

Replacement Process. If, following the date of this Agreement and prior to the expiration of the Standstill Period, ▇▇. ▇▇▇▇▇▇▇▇▇ is unable to serve as an independent director of the Company for any reason or otherwise continue service on the Board (other than on account of failure to be elected at the 2020 Annual Meeting), Legion shall be permitted to privately identify a highly qualified replacement independent director candidate who possesses relevant qualifications for the Company who will be appointed to the Board as a Class 2 director expeditiously following ▇▇. ▇▇▇▇▇▇▇▇▇’▇ departure from the Board, provided that such candidate (i) qualifies as “independent” pursuant to the rules and listing standards of NASDAQ and applicable SEC rules and regulations, (ii) has provided the Company with the Information (and such Replacement shall have represented and warranted that the Information provided by such Replacement is or will be fully completed, true and accurate), (iii) has cooperated with a customary background check, (iv) has executed all reasonable documents required to be executed by directors of the Company and (v) has been approved by each of the Nominating Committee and the Board after exercising their good-faith customary due diligence review and consistent with the Board’s fiduciary duties (and any director so appointed as a replacement, a “Replacement”) and it being understood that Legion may continue to propose privately additional candidates in the event an identified Replacement candidate is not approved by the Board acting in good faith until a Replacement candidate is appointed to the Board; provided that the Company’s obligations pursuant to this Section 1(d) shall terminate at such time as the Investor Group ceases to have “net long” beneficial ownership of at least 5.0% of the outstanding shares of Common Stock.