Common use of Election and Replacement Clause in Contracts

Election and Replacement. During the period ending upon the date when all obligations under this Agreement have been discharged (including all indemnification obligations pursuant to Article XI hereof), the holders of Shares who immediately prior to the Closing held Shares representing an aggregate number of Shares which exceeds 50% of the amount of such Shares outstanding immediately prior to the Closing (a "Majority") may from time to time upon written notice to the Sellers' Representative and Purchaser remove the Sellers' Representative or appoint a new Sellers' Representative to fill any vacancy created by the death, incapacitation, resignation or removal of the Sellers' Representative, and if the Sellers' Representative dies, becomes incapacitated, resigns or is removed by a Majority, the Majority shall appoint a successor Sellers' Representative to fill the vacancy so created. If the Majority is required to but has not appointed a successor Sellers' Representative within fifteen (15) business days from a request by Purchaser to appoint a successor Sellers' Representative, Purchaser shall have the right to appoint a Sellers' Representative to fill the vacancy so created, and shall advise all those who were holders of Shares immediately prior to the Closing of such appointment by written notice. A copy of any appointment by the Majority of any successor Sellers' Representative shall be provided to Purchaser promptly after it shall have been effected.

Election and Replacement. During From and after the period ending upon date hereof until the date when all obligations under this Agreement have been discharged (including all indemnification obligations pursuant to Article XI under Section 8 hereof), the holders of Shares who immediately prior to the Closing held Shares Sellers representing an aggregate number of Shares which exceeds 50% a majority in interest of the amount of such Shares outstanding immediately prior to the Closing (a "Majority") may Class A Units may, from time to time upon written notice to the Sellers' Representative Seller Representatives and Purchaser the Buyer, remove any of the Sellers' Representative Seller Representatives (including any appointed by the Buyer) or appoint a new Sellers' Seller Representative to fill any vacancy created by the death, incapacitation, resignation or removal of the Sellers' a Seller Representative. Furthermore, and if the Sellers' any Seller Representative dies, becomes incapacitated, resigns or is removed by the Sellers representing a Majoritymajority in interest of the Class A Units, the Majority Sellers shall promptly appoint a successor Sellers' Seller Representative to fill the vacancy so created. If the Majority is Sellers representing a majority in interest of the Class A Units are required to but has have not appointed a successor Sellers' Seller Representative within fifteen twenty (1520) business days from a request by Purchaser the Buyer to appoint a successor Sellers' Seller Representative, Purchaser the Buyer shall have the right to appoint a Sellers' Seller Representative to fill the any vacancy so createdcreated from the managers of the Target prior to the Closing Date, and shall advise all those who were holders of Shares immediately prior to the Closing Seller Representatives of such appointment by written notice. A copy of any appointment by the Majority Sellers of any successor Sellers' Seller Representative shall be provided to Purchaser the Buyer promptly after it shall have been effected.

Election and Replacement. During the period ending upon the date when all obligations under this Agreement have been discharged (including all indemnification obligations pursuant to under Article XI hereofand the Indemnification Agreement), the holders of Shares who Company Shareholders, other than the ESOP, who, immediately prior to the Closing Effective Time, held Shares Company Common Stock representing an aggregate number of Shares shares of Company Common Stock which exceeds exceeded 50% of the amount of such Shares Company Common Stock outstanding immediately prior to the Closing Effective Time (a "MajorityMAJORITY") may ), may, from time to time upon written notice to the Sellers' Shareholder Representative and Purchaser Buyer, remove the Sellers' Shareholder Representative or appoint a new Sellers' Shareholder Representative to fill any vacancy created by the death, incapacitation, resignation or removal of the Sellers' Shareholder Representative. Furthermore, and if the Sellers' Shareholder Representative dies, becomes incapacitated, resigns or is removed by a Majority, the Majority shall appoint a successor Sellers' Shareholder Representative to fill the vacancy so created. If the Majority is required to but has not appointed a successor Sellers' Shareholder Representative within fifteen (15) 15 business days from a request by Purchaser Buyer to appoint a successor Sellers' Shareholder Representative, Purchaser Buyer shall have the right to appoint a Sellers' Shareholder Representative to fill the any vacancy so created, and shall advise all those who were holders of Shares Company Common Stock, other than the ESOP, immediately prior to the Closing Effective Time of such appointment by written notice. A copy of any appointment by the Majority of any successor Sellers' Shareholder Representative shall be provided to Purchaser Buyer promptly after it shall have been effected.