Common use of Number of Directors; Term of Office Clause in Contracts

Number of Directors; Term of Office. The authorized number of Directors shall, as of the date hereof, continue to be one Director and, hereafter, the authorized number of Directors may be increased or decreased by the Board. The Directors shall, except as hereinafter otherwise provided for filling vacancies, be elected by vote of the Members and shall hold office until their respective successors are elected and qualified or until their earlier resignation or removal. (i) Holders of a majority of the outstanding Voting Units may remove, with or without cause, any Director and fill the vacancy. Vacancies caused by any such removal by the Members and not filled by the Members at the meeting at which such removal shall have been made or pursuant to the applicable written consent of the Members, may be filled by a majority of the votes of the Directors then in office, although less than a quorum, and any Director so elected to fill any such vacancy shall hold office until his successor is elected and qualified or until his earlier resignation or removal. (ii) A Director may resign at any time by giving written notice to that effect to the Board. Any such resignation shall take effect at the time of the receipt of that notice or any later effective time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any vacancy caused by any such resignation or by the death of any Director or any vacancy for any other reason (including due to the authorization by the Members of a newly created Directorship) and not filled by the Members may be filled by the affirmative vote of a majority of the Directors then in office, although less than a quorum, and any Director so elected to fill any such vacancy shall hold office until his successor is elected and qualified or until his earlier resignation or removal.

Number of Directors; Term of Office. The authorized number ----------------------------------- of Directors shall, as of the date hereof, continue to be one Director and, hereafter, the authorized number of Directors may be increased or decreased by the Board. The Directors shall, except as hereinafter otherwise provided for filling vacancies, be elected by vote of the Members and shall hold office until their respective successors are elected and qualified or until their earlier resignation or removal. (i) Holders of a majority of the outstanding Voting Units may remove, with or without cause, any Director and fill the vacancy. Vacancies caused by any such removal by the Members and not filled by the Members at the meeting at which such removal shall have been made or pursuant to the applicable written consent of the Members, may be filled by a majority of the votes of the Directors then in office, although less than a quorum, and any Director so elected to fill any such vacancy shall hold office until his successor is elected and qualified or until his earlier resignation or removal. (ii) A Director may resign at any time by giving written notice to that effect to the Board. Any such resignation shall take effect at the time of the receipt of that notice or any later effective time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any vacancy caused by any such resignation or by the death of any Director or any vacancy for any other reason (including due to the authorization by the Members of a newly created Directorship) and not filled by the Members may be filled by the affirmative vote of a majority of the Directors then in office, although less than a quorum, and any Director so elected to fill any such vacancy shall hold office until his successor is elected and qualified or until his earlier resignation or removal.

Number of Directors; Term of Office. The authorized number of ----------------------------------- Directors shall, as of the date hereof, continue to be one Director and, hereafter, the authorized number of Directors may be increased or decreased by the Board. The Directors shall, except as hereinafter otherwise provided for filling vacancies, be elected by vote of the Members and shall hold office until their respective successors are elected and qualified or until their earlier resignation or removal. (i) Holders of a majority of the outstanding Voting Units may remove, with or without cause, any Director and fill the vacancy. Vacancies caused by any such removal by the Members and not filled by the Members at the meeting at which such removal shall have been made or pursuant to the applicable written consent of the Members, may be filled by a majority of the votes of the Directors then in office, although less than a quorum, and any Director so elected to fill any such vacancy shall hold office until his successor is elected and qualified or until his earlier resignation or removal. (ii) A Director may resign at any time by giving written notice to that effect to the Board. Any such resignation shall take effect at the time of the receipt of that notice or any later effective time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any vacancy caused by any such resignation or by the death of any Director or any vacancy for any other reason (including due to the authorization by the Members of a newly created Directorship) and not filled by the Members may be filled by the affirmative vote of a majority of the Directors then in office, although less than a quorum, and any Director so elected to fill any such vacancy shall hold office until his successor is elected and qualified or until his earlier resignation or removal.

Number of Directors; Term of Office. The authorized number of Directors shall, as of the date hereof, continue to be one Director and, hereafter, seven (7) Directors and hereafter the authorized number of Directors may be increased or decreased by the Board. The Subject to the terms and provisions of the Members Agreement, the Directors shall, except as hereinafter otherwise provided for filling vacancies, be elected by vote of a Majority of the Members and shall hold office until their respective successors are elected and qualified or until their earlier death, resignation or removal. The initial ABRY Directors shall be Xxxxx X. Xxxxxxxxx, Xxx X. Xxxxxxxx and Xxxxxx X. Xxxxx; the initial Oak Hill Director shall be Xxxxxxxx Xxxxxxxx; the initial CEO Director shall be Xxxxx Xxxxx; the COO Director shall be Xxxxxx Xxxxxxxx; and the initial Independent Director shall be Xxxx Xxxxxx; and each such Person shall hold office as a Director until his or her respective successor is elected or until his or her earlier death, resignation or removal. (i) Holders of a majority A Majority of the outstanding Voting Units Members may remove, with or without cause, any Director and fill the vacancy; provided that whenever any Director shall have been elected by a particular Member or Members pursuant to the Members Agreement, such Director may be removed and the vacancy filled only by the Member or Members entitled to designate such Director to the extent set forth in the Members Agreement. Vacancies caused by any such removal by the Members and not filled by the Members at the meeting at which such removal shall have been made or pursuant to the applicable written consent of the Members, may be filled by a majority Majority of the votes of the Directors then in officeBoard, although less than a quorum, and any Director so elected to fill any such vacancy shall hold office until his successor is elected and qualified or until his earlier death, resignation or removal; provided that such Director can be removed with or without cause and replaced by the Member or Members, if any, which have the right to designate such Director pursuant to the Members Agreement. (ii) A Director may resign at any time by giving written notice to that effect to the BoardCompany. Any such resignation shall take effect at the time of the receipt of that notice or any later effective time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any vacancy caused by any such resignation or by the death of any Director or any vacancy for any other reason (including due to the authorization by the Members Board of a newly created Directorshipdirectorship) and not filled by the Members (either by Members with the right to designate such Director pursuant to the Members Agreement or otherwise) may be filled by the affirmative vote of a majority Majority of the Directors then in officeBoard, although less than a quorum, and any Director so elected to fill any such vacancy shall hold office until his successor is elected and qualified or until his earlier death, resignation or removal; provided that such Director can be removed with or without cause and replaced by the Member or Members, if any, which have the right to designate such Director pursuant to the Members Agreement.

Number of Directors; Term of Office. The authorized number of Directors shall, as As of the date hereof, continue to be one Director and, hereafter, the authorized number of Directors of the Board is, and shall be, nine Directors. The authorized number of Directors of the Board may be increased or decreased changed by a Majority of the BoardBoard to any of five to fifteen Directors (inclusive). The Directors shall, except as hereinafter otherwise provided for filling vacanciesfor, be elected (and removed and replaced, if applicable) by vote of the Members and shall hold office until their respective successors are elected and qualified or until their earlier death, resignation or removal. (i) Holders of a majority . As of the outstanding Voting Units may removedate hereof, with or without cause, any Director and fill the vacancy. Vacancies caused by any such removal by the Members and not filled by the Members at the meeting at which such removal shall have been made or pursuant to the applicable written consent of the Members, may be filled by a majority of the votes of the Directors then in officeare Xxxxxxx Xxx, although less than a quorumXxx Xxxxx, Xxxxxxx Xxxx, Xxxxx Xxxxxx, Xxx Xxxx, Xxxxx Xxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx Xxxxxxxx and Xxxxxx Xxxxx, and any Director so elected to fill any each such vacancy Person shall hold office as a Director until his their respective successor is elected and qualified or until his their earlier death, resignation or removal. Notwithstanding the foregoing: (i) Each Director shall satisfy the Director Qualification Standards. (ii) A Director may resign at any time by giving written notice to that such effect to the Board. Any such resignation shall take effect at the time of the receipt of that notice or any later effective time specified in that notice; notice and, unless otherwise specified in that such notice, the acceptance of the resignation shall not be necessary to make it effective. Any vacancy caused by any such resignation or by the death of any Director or any vacancy for any other reason (including due to the authorization by the Members Board of a newly created Directorshipdirectorship) and not filled by the Members Member(s) may be filled by the affirmative vote of a majority of the votes of the Directors then in office, although less than a quorum, and any Director so elected to fill any such vacancy shall hold office until his their successor is elected and qualified or until his their earlier death, resignation or removal; provided that such Director can be removed with or without cause and replaced by the Members(s). (iii) Notwithstanding anything in this Agreement to the contrary, (i) each Director shall be a natural person and (ii) at all times a majority of the Directors shall be persons who are not residents of Canada for the purposes of the Canadian Tax Act (except in the case of the death, resignation or dismissal of one or more Directors who are not residents of Canada for purposes of the Canadian Tax Act, provided that within 21 days of any such death, resignation or dismissal either (1) one or more new non-resident Directors shall be elected to replace each non-resident Director who died, resigned or was dismissed or (2) one or more Directors who are residents of Canada for purposes of the Canadian Tax Act shall resign to achieve the required non-resident majority).