Common use of Filling Vacancies, etc Clause in Contracts

Filling Vacancies, etc. At such time as a vacancy is created on the Board of Directors by the death, removal or resignation of any one of the directors, the remaining directors shall meet in person or by telephone for the purpose of approving and appointing a director to fill such vacancy in accordance with the provisions of the Bylaws of the Company. Notwithstanding the foregoing sentence, if a director designated by OCM or Nu-Tech, as the case may be, resigns or is removed from or vacates such position for any reason prior to the expiration of his or her term as a director of the Company, then, OCM or Nu-Tech, respectively, shall have the right to nominate a replacement designee so long as it continues to beneficially own not less than the applicable percentage of outstanding Securities set forth in paragraph (a) of this Section 4, and the other Stockholders shall cause the directors to elect such replacement designee to the Board of Directors or the Stockholders shall vote their Securities at any regular or special meeting called for the purpose of filling positions on the Board of Directors, or in any written consent executed in lieu of such a meeting of stockholders, and shall take all other actions necessary, to ensure the election to the Board of Directors of such replacement designee to fill the unexpired term of the director whom such new designee is replacing. Each director elected to the initial Board of Directors and each nominee to the Board of Directors shall provide each of the Stockholders with his or her resume prior to such time as he or she is elected to the Board of Directors.