Common use of Replacement Rights Clause in Contracts

Replacement Rights. If, from the Appointment Date until the Termination Date, the New Director (or any Replacement) is unable to serve as a director due to death or disability, AREX Capital Management, LP shall identify a replacement director (a “Replacement”) with relevant financial and business experience, who qualifies as “independent” pursuant to the Exchange Independence Requirement, the SEC rules and regulations, and whose qualifications are substantially similar to the New Director (or any Replacement) being replaced (the “Former Director”), and such Replacement shall be expeditiously appointed to the Board, subject to the approval (not to be unreasonably withheld) by each of the Nominating Committee and the Board, after conducting a good faith customary due diligence process and consistent with the Board’s fiduciary duties (and who satisfies the Company Policies applicable to all directors). Any Replacement appointed to the Board in accordance with this Section 1(c) shall be appointed to any applicable committee of the Board of which the Former Director was a member immediately prior to such director’s resignation or removal. In the event the Nominating Committee determines in good faith not to appoint any Replacement proposed by the AREX Parties, the AREX Parties shall have the right to propose additional Replacements for consideration, and the provisions of this Section 1(c) shall continue to apply.

Replacement Rights. If, from the Appointment Effective Date until the Termination Dateexpiration of the Standstill Period (as defined below), the New Director (or any Replacement) designated by a Shareholder Party is unable or unwilling to serve as a an independent director due to death or disabilityfor any reason, AREX Capital Management, LP such Shareholder Party shall identify a replacement director (a “Replacement”) with relevant financial and business experience, who qualifies as “independent” pursuant to Nasdaq’s listing standards (or applicable requirement of such other national securities exchange designated as the Exchange Independence Requirementprimary market on which the Common Stock is listed for trading), the SEC rules and regulations, and whose qualifications are substantially similar to the New Director (or any Replacement) being replaced (the “Former Director”), and such Replacement shall be expeditiously appointed to the Board, subject to the approval (not to be unreasonably withheld) by each of the Nominating Committee and the BoardCommittee, after conducting a good faith customary due diligence process and consistent with the Board’s its fiduciary duties (and who satisfies the Company Policies applicable to all directors). Any Replacement appointed to the Board in accordance with this Section 1(c1(d) shall be appointed to any applicable committee committees of the Board of which the Former Director was a member immediately prior to such director’s resignation or removal. Any rights or obligations of the Board and a Shareholder Party as provided in this Section 1(d) shall terminate with respect to such Shareholder Party when such Shareholder Party and its Affiliates, in the aggregate, cease to beneficially own at least two and one-half percent (2.5%) of the Company’s then outstanding Voting Securities. In the event the Nominating Committee determines in good faith not to appoint any Replacement proposed by the AREX Partiesa Shareholder Party, the AREX Parties such Shareholder Party shall have the right to propose additional Replacements for consideration, and the provisions of this Section 1(c1(d) shall continue to apply.

Replacement Rights. If, from the Appointment Date until at any time prior to the Termination Date, either of the New Director Directors (or any ReplacementReplacement Director) is unable to serve as a director due for any reason and ceases to death or disabilitybe a director, AREX Capital Management, LP Indaba shall identify have the right to propose to the Company a replacement director (a “ReplacementReplacement Director”) with relevant financial and business experience, who qualifies as “independent” pursuant to Nasdaq Stock Market LLC’s listing standards and the Securities and Exchange Independence Requirement, Commission (the SEC “SEC”) rules and regulations; provided that Xxxxxx’s right to propose a Replacement Director pursuant to this Section 1(e) shall terminate when the Investors cease to beneficially own, and whose qualifications are substantially similar to in the New aggregate, the Minimum Ownership Amount (as defined below). Any candidate for Replacement Director (or any Replacement) being replaced (the “Former Director”), and such Replacement shall be expeditiously appointed to the Board, subject to the reasonable approval (not to be unreasonably withheld) by each of the Nominating and Governance Committee and the Board, which approval shall occur as soon as practicable following Indaba proposing a director and shall not be unreasonably withheld, conditioned or delayed, and such Replacement Director shall be appointed to the Board within five (5) business days after conducting a good faith customary due diligence process the Board and consistent with the Board’s fiduciary duties (and who satisfies the Company Policies applicable to all directors)Nominating Committee have approved of such candidate. Any Replacement Director appointed to the Board in accordance with this Section 1(c1(e) shall be appointed to any applicable committee of the Board of which the Former Director replaced director was a member immediately prior to such director’s resignation or removal. In the event the Board or the Nominating and Governance Committee determines in good faith not to appoint approve any Replacement Director proposed by the AREX PartiesXxxxxx, the AREX Parties Indaba shall have the right to propose additional Replacements for consideration, and the provisions of Replacement Directors in accordance with this Section 1(c1(e) shall continue until a Replacement Director is appointed to applythe Board.