Common use of Resignations and Replacements Clause in Contracts

Resignations and Replacements. (a) If any Stockholder Director is removed or otherwise ceases to serve as a Director for any reason other than in accordance with the Certificate of Designation (a "Departing Stockholder Director") or Section 2.01(b) or 2.02(c), the parties hereto each shall use its best efforts to cause the vacancy created by such Director ceasing to serve to be filled by a Stockholder Director who shall serve out the remaining term of the Departing Stockholder Director, after which time, such Stockholder Director position shall be filled according to Section 2.01(b). (b) If any Xxxxx Director is removed or otherwise ceases to serve as a Director for any reason (a "Departing Xxxxx Director") other than in accordance with Section 2.01(c) or 2.02(d), the parties hereto each shall use its best efforts to cause the vacancy created by such Director ceasing to serve to be filled by an Xxxxx Director who shall serve out the remaining term of the Departing Xxxxx Director, after which time, such Xxxxx Director position shall be filled according to Section 2.01(c). (c) In the event that at any time any Stockholder Director is elected or appointed to the Board pursuant to Section 2.01(b) and the number of Stockholder Directors is greater than the number of Directors that the Stockholders have the right to designate by virtue of Section 2.01(b) of this Agreement, then that excess number of Stockholder Directors (starting with any Class A Director that is a Stockholder Director or, in the event that no Stockholder Director is a Class A Director, starting with the Stockholder Director with the longest remaining term of office) shall be deemed to have resigned immediately upon the occurrence of such event such that the remaining number of Stockholder Directors, if any, conform to the provisions of this Agreement, and the Stockholders or Xx. Xxxxx, as the case may be, shall take all action promptly to effect the resignation or removal of such Director. The parties hereto each shall use its best efforts to cause the vacancy created by such Stockholder Director ceasing to serve to be filled by an Independent individual recommended by the Nominating Committee and approved by the Board or, in the case of a Class A Director, to be filled by a designee of Xx. Xxxxx. (d) In the event that at any time any Xxxxx Director is elected or appointed to the Board pursuant to Section 2.01(c) and the number of Xxxxx Directors is greater than the number of Directors that Xx. Xxxxx has the right to designate by virtue of Section 2.01(c) of this Agreement, then that excess number of Xxxxx Directors (starting with the Xxxxx Director with the longest remaining term of office) shall be deemed to have resigned immediately upon the occurrence of such event such that the remaining number of Xxxxx Directors, if any, conform to the provisions of this Agreement, and the Stockholders or Xx. Xxxxx, as the case may be, shall take all action promptly to effect the resignation or removal of such Director. The parties hereto each shall use its best efforts to cause the vacancy created by such Xxxxx Director ceasing to serve to be filled by an Independent individual recommended by the Nominating Committee and approved by the Board.