Common use of Other Director Replacements Clause in Contracts

Other Director Replacements. In the event any other Appointed Director or Continuing Director (or any Non-Shareholder Replacement Director (as defined below) thereof) is unable or unwilling to serve as a director and ceases to be a director, resigns as a director or is removed as a director or ceases to be a director for any other reason (including as the result of a failure to receive the requisite number of votes at the 2018 Annual Meeting) prior to the expiration of the Standstill Period, the Nominating Committee shall recommend a substitute director (a “Non-Shareholder Replacement Director”) that satisfies the Board Criteria (other than a substitute director that is to be an Initial RMS Designee or Continuing RMS Designee to the extent permitted under the Reclassification Agreement, as amended by the RMS Amendment) . Any proposed Non-Shareholder Replacement Director recommended in compliance with the previous sentence will be approved and appointed to the Board within (5) five business days so long as such Non-Shareholder Replacement Director satisfies the Board Criteria, and the Nominating Committee shall make its determination and recommendation regarding whether such Non-Shareholder Replacement Director meets such criteria within such five (5) business day period. The Board shall vote on the appointment of such Non-Shareholder Replacement Director to the Board no later than five (5) business days after the Nominating Committee recommendation of such Non-Shareholder Replacement Director; provided, however, that if the Board does not appoint such Non-Shareholder Replacement Director to the Board pursuant to this Section 1(a)(iv), the Parties shall continue to follow the procedures of this Section 1(a)(iv) until a Non-Shareholder Replacement Director is elected to the Board.

Other Director Replacements. In the event any other Appointed Director or Continuing Director (or any Non-Shareholder Replacement Director (as defined below) thereof) is unable or unwilling to serve as a director and ceases to be a director, resigns as a director or is removed as a director or ceases to be a director for any other reason (including as the result of a failure to receive the requisite number of votes at the 2018 Annual Meeting) prior to the expiration of the Standstill Period, the Nominating Committee shall recommend a substitute director (a “Non-Shareholder Replacement Director”) that satisfies the Board Criteria (other than a substitute director that is to be an Initial RMS Designee or Continuing RMS Designee to the extent permitted under the Reclassification Agreement, as amended by the RMS Amendment) ). Any proposed Non-Shareholder Replacement Director recommended in compliance with the previous sentence will be approved and appointed to the Board within (5) five business days so long as such Non-Shareholder Replacement Director satisfies the Board Criteria, and the Nominating Committee shall make its determination and recommendation regarding whether such Non-Shareholder Replacement Director meets such criteria within such five (5) business day period. The Board shall vote on the appointment of such Non-Shareholder Replacement Director to the Board no later than five (5) business days after the Nominating Committee recommendation of such Non-Shareholder Replacement Director; provided, however, that if the Board does not appoint such Non-Shareholder Replacement Director to the Board pursuant to this Section 1(a)(iv), the Parties shall continue to follow the procedures of this Section 1(a)(iv) until a Non-Shareholder Replacement Director is elected to the Board.