Common use of Board Vacancies Clause in Contracts

Board Vacancies. A vacancy on the Board because of resignation, death, disability or removal of a Manager shall be filled by the Person or Persons entitled to designate such Manager pursuant to Section 5.2(d); provided, however, if any Manager is removed from the Board under the circumstances described in the second sentence of Section 5.2(e), then such vacancy shall be filled by the affirmative vote of the Majority Holders (except that, in the event such vacancy arises during the three-month period preceding an Annual Meeting, the remaining Managers may elect a Manager to fill such vacancy until such Annual Meeting). If any Person or Persons having the right to designate a Manager pursuant to Section 5.2(d) fails to make such designation, such position on the Board shall remain vacant until such Person or Persons exercise the right to designate a Manager as provided hereunder; provided that if the consent of such Manager is required under this Agreement with respect to a particular matter, then if such position remains vacant for more than [ten (10)] days after delivery of notice to the Person(s) entitled to designate such Manager (at the address for such Person set forth on the then effective Membership Interest Ownership Ledger), then, notwithstanding any other provision of this Agreement, such Manager’s consent shall no longer be required with respect to any matter after such [ten (10)] day period has elapsed, or, until such time as the vacancy is filled. Except as set forth in the first sentence of this Section 5.2(f), vacancies shall be filled by the applicable Person(s) validly entitled to designate such Manager pursuant to Section 5.2(d) by delivery by such Person(s) of a written notice to NGR Management of the identity of the individual to be designated as a Manager. Newly-created positions on the Board resulting from any increase in the authorized number of Managers shall be filled pursuant to Section 5.2(d).

Board Vacancies. A (a) Each Investor Designee shall hold office until his or her death, resignation or removal or until his or her successor shall have been duly elected and qualified. If any Forstmann Little Designee shall cease to serve as a Director of the Company (and any committee thereof) for any reason, each Investor shall take, or cause to be taken, and shall use its reasonable best efforts to cause the Company to take, or cause to be taken, such action as is necessary so that the vacancy resulting thereby can be filled by another person designated by Forstmann Little in accordance with this Agreement. If any Telmex Designee shall cease to serve as a Director of the Company (and any committee thereof) for any reason, each Investor shall take, or cause to be taken, and shall use its reasonable best efforts to cause the Company to take, or cause to be taken, such action as is necessary so that the vacancy resulting thereby can be filled by another person designated by Telmex in accordance with the terms of this Agreement. Any Director appointed (or nominated and elected) to replace another Director shall serve for the remainder of the term of the Director being replaced, subject to earlier death, resignation or removal or until his successor shall have been duly elected and qualified. In the event that at any time during the term of this Agreement there exist vacancies on the Board because of resignation, due to the death, disability resignation or removal of a Manager shall be filled by an Investor Designee, each of the Person or Persons entitled Investors agrees to use its best efforts to designate successors to fill any such Manager pursuant vacancies as promptly as practicable, but in no event later than the 30th day following such vacancy (the period from the first date of such vacancy until the earlier to Section 5.2(doccur of the filling of such vacancy or the 30th day thereafter, the “Vacancy Period”); provided, however, that if such vacancy is not filled during such 30-day period, the Investor that has the right to fill such vacancy may do so at any Manager is removed from time following such 30-day period. During the Vacancy Period, no action (except for such Board actions as are required to fill such vacancy in accordance with the terms of this Agreement) may be taken by the Board under the circumstances described in the second sentence of Section 5.2(e), then until such vacancy is filled or this requirement is waived by the Investor that has the right to fill such vacancy. Each Independent Director shall hold office until his or her death, resignation or removal or until his or her successor shall have been duly elected and qualified. If any Independent Director shall cease to serve as a Director of the Company (and any committee thereof) for any reason, the vacancy resulting thereby shall be filled by another person selected by the affirmative vote Board of Directors in accordance with the By-laws and approved by each of the Majority Holders (except that, in the event such vacancy arises during the three-month period preceding an Annual Meeting, the remaining Managers may elect a Manager to fill such vacancy until such Annual Meeting). If any Person or Persons having the right to designate a Manager pursuant to Section 5.2(d) fails to make such designation, such position on the Board shall remain vacant until such Person or Persons exercise the right to designate a Manager as provided hereunder; provided that if the consent of such Manager is required under this Agreement with respect to a particular matter, then if such position remains vacant for more than [ten (10)] days after delivery of notice to the Person(s) entitled to designate such Manager (at the address for such Person set forth on the then effective Membership Interest Ownership Ledger), then, notwithstanding any other provision of this Agreement, such Manager’s consent shall no longer be required with respect to any matter after such [ten (10)] day period has elapsed, or, until such time as the vacancy is filled. Except as set forth in the first sentence of this Section 5.2(f), vacancies shall be filled by the applicable Person(s) validly entitled to designate such Manager pursuant to Section 5.2(d) by delivery by such Person(s) of a written notice to NGR Management of the identity of the individual to be designated as a Manager. Newly-created positions on the Board resulting from any increase in the authorized number of Managers shall be filled pursuant to Section 5.2(d)Investors.

Board Vacancies. A (a) Each Investor Designee shall hold office until his or her death, resignation or removal or until his or her successor shall have been duly elected and qualified. If any Forstmann Little Designee shall cease to serve as a Director of the Company (and any committee thereof) for any reason, each Investor shall take, or cause to be taken, and shall use its reasonable best efforts to cause the Company to take, or cause to be taken, such action as is necessary so that the vacancy resulting thereby can be filled by another person designated by Forstmann Little in accordance with this Agreement. If any Telmex Designee shall cease to serve as a Director of the Company (and any committee thereof) for any reason, each Investor shall take, or cause to be taken, and shall use its reasonable best efforts to cause the Company to take, or cause to be taken, such action as is necessary so that the vacancy resulting thereby can be filled by another person designated by Telmex in accordance with the terms of this Agreement. Any Director appointed (or nominated and elected) to replace another Director shall serve for the remainder of the term of the Director being replaced, subject to earlier death, resignation or removal or until his successor shall have been duly elected and qualified. In the event that at any time during the term of this Agreement there exist vacancies on the Board because of resignation, due to the death, disability resignation or removal of a Manager shall be filled by an Investor Designee, each of the Person or Persons entitled Investors agrees to use its best efforts to designate successors to fill any such Manager pursuant vacancies as promptly as practicable, but in no event later than the 30th day following such vacancy (the period from the first date of such vacancy until the earlier to Section 5.2(doccur of the filling of such vacancy or the 30th day thereafter, the "Vacancy Period"); provided, however, that if such vacancy is not filled during such 30-day period, the Investor that has the right to fill such vacancy may do so at any Manager is removed from time following such 30-day period. During the Vacancy Period, no action (except for such Board actions as are required to fill such vacancy in accordance with the terms of this Agreement) may be taken by the Board under the circumstances described in the second sentence of Section 5.2(e), then until such vacancy is filled or this requirement is waived by the Investor that has the right to fill such vacancy. Each Independent Director shall hold office until his or her death, resignation or removal or until his or her successor shall have been duly elected and qualified. If any Independent Director shall cease to serve as a Director of the Company (and any committee thereof) for any reason, the vacancy resulting thereby shall be filled by another person selected by the affirmative vote Board of Directors in accordance with the By-laws and approved by each of the Majority Holders (except that, in the event such vacancy arises during the three-month period preceding an Annual Meeting, the remaining Managers may elect a Manager to fill such vacancy until such Annual Meeting). If any Person or Persons having the right to designate a Manager pursuant to Section 5.2(d) fails to make such designation, such position on the Board shall remain vacant until such Person or Persons exercise the right to designate a Manager as provided hereunder; provided that if the consent of such Manager is required under this Agreement with respect to a particular matter, then if such position remains vacant for more than [ten (10)] days after delivery of notice to the Person(s) entitled to designate such Manager (at the address for such Person set forth on the then effective Membership Interest Ownership Ledger), then, notwithstanding any other provision of this Agreement, such Manager’s consent shall no longer be required with respect to any matter after such [ten (10)] day period has elapsed, or, until such time as the vacancy is filled. Except as set forth in the first sentence of this Section 5.2(f), vacancies shall be filled by the applicable Person(s) validly entitled to designate such Manager pursuant to Section 5.2(d) by delivery by such Person(s) of a written notice to NGR Management of the identity of the individual to be designated as a Manager. Newly-created positions on the Board resulting from any increase in the authorized number of Managers shall be filled pursuant to Section 5.2(d)Investors.

Board Vacancies. A vacancy on the Board because of resignation, death, disability or removal of a Manager shall be filled by the Person or Persons entitled to designate such Manager pursuant to Section 5.2(d); provided, however, if any Manager is removed from the Board under the circumstances described in the second sentence of Section 5.2(e), then such vacancy shall be filled by the affirmative vote of the Majority Holders (except that, in the event such vacancy arises during the three-month period preceding an Annual Meeting, the remaining Managers may elect a Manager to fill such vacancy until such Annual Meeting). If any Person or Persons having the right to designate a Manager pursuant to Section 5.2(d) fails to make such designation, such position on the Board shall remain vacant until such Person or Persons exercise the right to designate a Manager as provided hereunder; provided that if the consent of such Manager is required under this Agreement with respect to a particular matter, then if such position remains vacant for more than [ten (10)] days after delivery of notice to the Person(s) entitled to designate such Manager (at the address for such Person set forth on the then effective Membership Interest Ownership Ledger), then, notwithstanding any other provision of this Agreement, such Manager’s consent shall no longer be required with respect to any matter after such [ten (10)] day period has elapsed, or, until such time as the vacancy is filled. Except as set forth in the first sentence of this Section 5.2(f), vacancies shall be filled by the applicable Person(s) validly entitled to designate such Manager pursuant to Section 5.2(d) by delivery by such Person(s) of a written notice to NGR Management of the identity of the individual to be designated as a Manager. Newly-created positions on the Board resulting from any increase in the authorized number of Managers shall be filled pursuant to Section 5.2(d), except that the denominator of the appointment mechanism shall not be 16.67 and shall instead be equal to 100 divided by the number of authorized Managers.