Common use of Member Representative Director Vacancies Clause in Contracts

Member Representative Director Vacancies. Whenever any Member Representative Director position becomes vacant prior to the election of a successor at the end of such Member Representative Director’s term, whether because of death, disability, disqualification, removal, or resignation, and whenever any newly created Member Representative Director position becomes available because of an increase in the number of Directors, then Holdco shall follow the procedures set forth in this Section 7.5(b). In such an event, the Member Nominating Committee shall either (i) recommend an individual to Holdco to be elected to fill such vacancy or (ii) provide a list of recommended individuals to Holdco from which Holdco shall promptly elect the individual to fill such vacancy. A Member Representative Director elected pursuant to this Section 7.5(b) shall serve until the expiration of the remaining term or until the expiration of such position’s designated term; provided, however, that if the remaining term of office of a Member Representative Director at the time of such Member Representative Director’s vacancy is not more than six (6) months, during the period of vacancy the Board shall not be deemed to be in violation of Section 7.3(b) by virtue of such vacancy. Holdco shall elect to any Member Representative Director position only the individuals recommended by the Member Nominating Committee pursuant to this Section 7.5(b).