Common use of Board Member Term and Replacement Clause in Contracts

Board Member Term and Replacement. Each Board Member will serve on the Executive Board until such time as he or she resigns, retires, dies or is removed in accordance with the terms of this Agreement. Upon the resignation, retirement, death or removal of any Investor Board Member (i) for so long as the Y-S Investors and their Permitted Transferees hold, in the aggregate, 75% of the Investor Units they held immediately after the Third Capital Contribution Deadline, the Majority Vote of the Y-S Investors will designate a replacement Board Member (provided that so long as Simon holds 75% of the Investor Units it held immediately after the Third Capital Contribution Deadline, Simon shall designate such replacement Board Member); and (ii) in all other cases, the Majority Vote of the Members owning Investor Units will designate a replacement Board Member. Upon the resignation, retirement, death or removal of any Common Board Member, a Majority Vote of the Members owning Common Units will designate a replacement Board Member. Investor Board Members may be removed and replaced with or without cause at any time by (x) so long as the Y-S Investors and their Permitted Transferees hold, in the aggregate, 75% of the Investor Units they held immediately after the Third Capital Contribution Deadline, the Majority Vote of the Y-S Investors (provided that so long as Simon holds 75% of the Investor Units it held immediately after the Third Capital Contribution Deadline, Simon and only Xxxxx xxx remove or replace with or without cause the Investor Board Members), and (y) in all other cases, by a Majority Vote of the Members owning Investor Units. Common Board Members may be removed and replaced with or without cause at any time by Majority Vote of the Members owning Common Units.