Common use of Resignation; Retirement; Death; Removal Clause in Contracts

Resignation; Retirement; Death; Removal. Upon the resignation, retirement, death or other removal (with or without cause) from office of any Stockholder’s Designee serving as a Director at a time when such Stockholder that designated such Stockholder’s Designee has the right under this Section 3.1 to designate a replacement Stockholder Designee, (i) such Stockholder shall be entitled promptly to designate a replacement Stockholder Designee and (ii) the Company and the other Stockholder shall take all necessary actions to cause the prompt appointment or election of such replacement Stockholder Designee as a Director; provided that, if such Stockholder’s Designee is a Non-Affiliated Director, then such Stockholder shall, prior to the removal and replacement of such Non-Affiliated Director, consult with the Nominating and Corporate Governance Committee of the Board and, if the other Stockholder would have a consultation right on the designation of the replacement of such Non-Affiliated Director pursuant to Section 3.1(a), 3.1(b) or 3.1(c), such other Stockholder.

Resignation; Retirement; Death; Removal. Upon the resignation, retirement, death or other removal (with or without cause) from office of any Stockholder’s Designee serving as a Director at a time when such Stockholder that designated such Stockholder’s Designee has the right under this Section 3.1 to designate a replacement Stockholder Designee, (i) such Stockholder shall be entitled promptly to designate a replacement Stockholder Designee and (ii) the Company and the other Stockholder shall take all necessary actions to cause the prompt appointment or election of such replacement Stockholder Designee as a Director; provided that, if such Stockholder’s Designee is a Non-Affiliated Director, then such Stockholder shall, prior to the removal and replacement of such Non-Affiliated Director, consult with the Nominating and Corporate Governance Committee of the Board and, if the other Stockholder would have a consultation right on the designation of the replacement of such Non-Affiliated Director pursuant to Section 3.1(a), 3.1(b) or 3.1(c), such other Stockholder.