Common use of Replacement Nominees Clause in Contracts

Replacement Nominees. If, prior to his or her election to the Board pursuant to Section 5.1(b)(i), any Nominee shall be unable or unwilling to serve as a Director, the Member or Members who nominated such Nominee in accordance with Section 5.1(b)(i) or, following the settlement date of the first Underwritten Public Offering after the date hereof, the Board shall be entitled to nominate a replacement who shall then be a Nominee for purposes of this Section 5.1. If, following election to the Board pursuant to Section 5.1(b)(i), any Nominee shall resign or be removed or be unable to serve for any reason prior to the expiration of his or her term as a Director (a "Withdrawing Director"), the Member or Members who nominated such Withdrawing Director shall appoint a replacement Nominee (a "Substitute Director") to fill the unexpired term of the Withdrawing Director whom such Substitute Director is replacing, provided that any Independent Nominee shall be replaced with the written consent of the Consenting CERA Principal, whose consent shall not be unreasonably withheld. If a Member or Members shall fail to so appoint a Substitute Director in the manner provided above, the seat of such Substitute Director shall remain vacant. Notwithstanding the preceding sentences of this paragraph (ii), if, following the settlement date of the first Underwritten Public Offering after the date hereof, any vacancies shall occur in the Board or if the authorized number of Directors shall be increased, the Directors then in office shall continue to act, and such vacancies and newly created directorships may be filled by a majority of the Directors then in office, although less than a quorum, and any such vacancy or newly created directorship may also be filled at any time by vote of the Members.

Replacement Nominees. IfIf a Vitus Nominee shall cease to be a director of Xxxxxx for any reason between meetings of the shareholders of Xxxxxx, prior Xxxxx shall have the right, but not the obligation, to his or her election cause Xxxxxx to fill the vacancy created on the Board of Directors as a result thereof and to cause such Vitus Nominee to be replaced by another nominee to be designated by Vitus, provided such person is eligible to serve on the Board of Directors of Xxxxxx (the “Replacement Nominee”), such Replacement Nominee to hold office until the next meeting of the shareholders of Xxxxxx at which directors of Xxxxxx are elected. If Vitus chooses to exercise the foregoing right, it shall give written notice to the Board pursuant corporate secretary of Xxxxxx as to Section 5.1(b)(i), any Nominee shall be unable or unwilling to serve as a Director, the Member or Members who nominated such Nominee in accordance with Section 5.1(b)(i) or, following the settlement date name of the first Underwritten Public Offering Replacement Nominee not more than thirty (30) days after the date hereofon which the Vitus Nominee ceases to be a director of Xxxxxx. Vitus shall provide Xxxxxx with any additional information with respect to the Replacement Nominee that Xxxxxx may reasonably request, including information that may be required for corporate or regulatory filings by Xxxxxx. In the Board event that Vitus fails to provide a notice in the manner set out above, it shall be entitled deemed to nominate have waived its right to designate a replacement who Replacement Nominee in respect of such Vitus Nominee pursuant to this section 4. The failure by Vitus to designate a Replacement Nominee pursuant to this section 4 shall then be a Nominee for purposes not negate any other provision of this Section 5.1. If, following election to the Board pursuant to Section 5.1(b)(i), any Nominee shall resign or be removed or be unable to serve for any reason prior to the expiration of his or her term as a Director (a "Withdrawing Director"), the Member or Members who nominated such Withdrawing Director shall appoint a replacement Nominee (a "Substitute Director") to fill the unexpired term of the Withdrawing Director whom such Substitute Director is replacing, provided that any Independent Nominee shall be replaced with the written consent of the Consenting CERA Principal, whose consent Agreement and shall not be unreasonably withheld. If construed or interpreted as a Member or Members shall fail to so appoint a Substitute Director in the manner provided above, the seat waiver by Vitus of such Substitute Director shall remain vacant. Notwithstanding the preceding sentences any of its other rights under this paragraph (ii), if, following the settlement date of the first Underwritten Public Offering after the date hereof, any vacancies shall occur in the Board or if the authorized number of Directors shall be increased, the Directors then in office shall continue to act, and such vacancies and newly created directorships may be filled by a majority of the Directors then in office, although less than a quorum, and any such vacancy or newly created directorship may also be filled at any time by vote of the MembersAgreement.

Replacement Nominees. IfIf a VSVI Nominee shall cease to be a director of Xxxxxx for any reason between meetings of the shareholders of Xxxxxx, prior VSVI shall have the right, but not the obligation, to his or her election cause Xxxxxx to fill the vacancy created on the Board of Directors as a result thereof and to cause such VSVI Nominee to be replaced by another nominee to be designated by VSVI, provided such person is eligible to serve on the Board of Directors of Xxxxxx (the “Replacement Nominee”), such Replacement Nominee to hold office until the next meeting of the shareholders of Xxxxxx at which directors of Xxxxxx are elected. If VSVI chooses to exercise the foregoing right, it shall give written notice to the Board pursuant corporate secretary of Xxxxxx as to Section 5.1(b)(i), any Nominee shall be unable or unwilling to serve as a Director, the Member or Members who nominated such Nominee in accordance with Section 5.1(b)(i) or, following the settlement date name of the first Underwritten Public Offering Replacement Nominee not more than thirty (30) days after the date hereofon which the VSVI Nominee ceases to be a director of Xxxxxx. VSVI shall provide Xxxxxx with any additional information with respect to the Replacement Nominee that Xxxxxx may reasonably request, including information that may be required for corporate or regulatory filings by Xxxxxx. In the Board event that VSVI fails to provide a notice in the manner set out above, it shall be entitled deemed to nominate have waived its right to designate a replacement who Replacement Nominee in respect of such VSVI Nominee pursuant to this section 4. The failure by VSVI to designate a Replacement Nominee pursuant to this section 4 shall then be a Nominee for purposes not negate any other provision of this Section 5.1. If, following election to the Board pursuant to Section 5.1(b)(i), any Nominee shall resign or be removed or be unable to serve for any reason prior to the expiration of his or her term as a Director (a "Withdrawing Director"), the Member or Members who nominated such Withdrawing Director shall appoint a replacement Nominee (a "Substitute Director") to fill the unexpired term of the Withdrawing Director whom such Substitute Director is replacing, provided that any Independent Nominee shall be replaced with the written consent of the Consenting CERA Principal, whose consent Agreement and shall not be unreasonably withheld. If construed or interpreted as a Member or Members shall fail to so appoint a Substitute Director in the manner provided above, the seat waiver by VSVI of such Substitute Director shall remain vacant. Notwithstanding the preceding sentences any of its other rights under this paragraph (ii), if, following the settlement date of the first Underwritten Public Offering after the date hereof, any vacancies shall occur in the Board or if the authorized number of Directors shall be increased, the Directors then in office shall continue to act, and such vacancies and newly created directorships may be filled by a majority of the Directors then in office, although less than a quorum, and any such vacancy or newly created directorship may also be filled at any time by vote of the MembersAgreement.