Common use of Board Vacancies Clause in Contracts

Board Vacancies. During the Effective Period and notwithstanding any provision of the Bylaws with respect to the filling of vacancies on the Board to the contrary, the Stockholders agree to vote (including the taking of any action by written consent, as necessary or appropriate), and shall cause its affiliates to vote (including the taking of any action by written consent, as necessary or appropriate), all shares of Common Stock which they are entitled to vote (or control the voting of, directly or indirectly), and otherwise take commercially reasonable actions to cause vacancies on the Board to be filled as follows: (a) in the event that one or more of the Company Designees ceases to serve as a member of the Board during his term of office but prior to December 31, 2000, the resulting vacancy on the Board shall be filled by a person nominated by the Company Nominating Committee. (b) in the event that one or more of the Gralee Designees ceases to serve as a member of the Board during his term of office but prior to December 31, 2000, the resulting vacancy on the Board shall be filled by a person nominated by the Gralee Nominating Committee. (c) in the event that one or more of the Dane Xxxx Xxxignees ceases to serve as a member of the Board during his term of office but prior to December 31, 2000, the resulting vacancy on the Board shall be filled by a person nominated by the Falb Xxxinating Committee.

Board Vacancies. During the Effective Period and notwithstanding any provision of the Bylaws with respect to the filling of vacancies on the Board to the contrary, the Stockholders agree to vote (including the taking of any action by written consent, as necessary or appropriate), and shall cause its affiliates to vote (including the taking of any action by written consent, as necessary or appropriate), all shares of Common Stock which they are entitled to vote (or control the voting of, directly or indirectly), and otherwise take commercially reasonable actions to cause vacancies on the Board to be filled as follows: (a) in the event that one or more of the Company Designees ceases to serve as a member of the Board during his term of office but prior to December 31, 2000, the resulting vacancy on the Board shall be filled by a person nominated by the Company Nominating Committee. (b) in the event that one or more of the Gralee Designees ceases to serve as a member of the Board during his term of office but prior to December 31, 2000, the resulting vacancy on the Board shall be filled by a person nominated by the Gralee Nominating Committee. (c) in the event that one or more of the Dane Xxxx Xxxignees Xxxx Designees ceases to serve as a member of the Board during his term of office but prior to December 31, 2000, the resulting vacancy on the Board shall be filled by a person nominated by the Falb Xxxinating Xxxx Nominating Committee.