Nominee Replacement Requirements. For so long as Kirin meets the Kirin Nomination Requirement, in the event that a Kirin Designee resigns from his or her seat on the Board of Directors or is removed or otherwise fails to become or ceases to be a director for any reason, the vacancy will be filled by the election or appointment of another Kirin Designee nominated by Kirin as soon as reasonably practicable in compliance with applicable laws, rules and regulations and the terms of this Agreement (the “Kirin Successor Designee”). Kirin will provide the Company, in writing, the information about any Kirin Successor Designee that is reasonably required by applicable law promptly after the Company requests such information from Kirin, and will cause any Kirin Successor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generally. Any Kirin Successor Designee must (a) be qualified to serve as a member of the Board of Directors under all applicable corporate governance policies or guidelines of the Company and the Board of Directors and applicable legal, regulatory and stock market requirements; (b) meet the independence requirements with respect to the Company of the listing rules of The NASDAQ Stock Market LLC or any successor thereto; and (c) be reasonably acceptable to the members of the Board of Directors in the good faith exercise of their fiduciary duties. If any Kirin Successor Designee does not meet the requirements of this Section 2(d), then Kirin may designate another person as the Kirin Successor Designee until an acceptable designee is found. Upon becoming a member of the Board of Directors, the Kirin Successor Designee will succeed to all of the rights and privileges, and will be bound by the terms and conditions, of the Kirin Designee under this Agreement.
Nominee Replacement Requirements. For so long as Mitsui meets the Mitsui Nomination Requirement, in the event that a Mitsui Designee resigns from his or her seat on the Board of Directors or is removed or otherwise fails to become or ceases to be a director for any reason, the vacancy will be filled by the election or appointment of another Mitsui Designee nominated by Mitsui as soon as reasonably practicable in compliance with applicable laws, rules and regulations and the terms of this Agreement (the “Mitsui Successor Designee”). Mitsui will provide the Company, in writing, the information about any Mitsui Successor Designee that is reasonably required by applicable law promptly after the Company requests such information from Mitsui, and will cause any Mitsui Successor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generally. Any Mitsui Successor Designee must (a) be qualified to serve as a member of the Board of Directors under all applicable corporate governance policies or guidelines of the Company and the Board of Directors and applicable legal, regulatory and stock market requirements; (b) meet the independence requirements with respect to the Company of the listing rules of The NASDAQ Stock Market LLC or any successor thereto; and (c) be reasonably acceptable to the members of the Board of Directors in the good faith exercise of their fiduciary duties. If any Mitsui Successor Designee does not meet the requirements of this Section 3(d), then Mitsui may designate another person as the Mitsui Successor Designee until an acceptable designee is found. Upon becoming a member of the Board of Directors, the Mitsui Successor Designee will succeed to all of the rights and privileges, and will be bound by the terms and conditions, of the Mitsui Designee under this Agreement.
