Common use of Term of Office; Vacancies Clause in Contracts

Term of Office; Vacancies. A director shall hold office until his or her successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement or removal from office. Subject to the rights of holders of any series of Preferred Stock, any newly created directorship resulting from an increase in the number of Regular Directors or any other vacancy with respect to the office of a Regular Director, however caused, shall be filled by a majority of the Regular Directors then in office or by a sole remaining Regular Director. Any newly created directorship resulting from an increase in the number of Class C Directors or any other vacancy with respect to the office of a Class C Director, however caused, shall be filled by a majority of the Class C Directors then in office or by a sole remaining Class C Director. Any director elected by one or more directors to fill a newly created directorship or other vacancy shall, without regard to the class in which the vacancy occurred, hold office until the next succeeding annual meeting of stockholders and until his or her successor shall have been elected and qualified. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director, except as may be provided in a Preferred Stock Designation with respect to any additional director elected by the holders of the applicable series of Preferred Stock.

Term of Office; Vacancies. A director shall hold office until his or her successor shall be elected and shall qualify, subject, however, to his or her prior death, resignation, retirement or removal from office. Subject to the rights of holders of any series of Preferred Stock, any newly created directorship resulting from an increase in the number of Regular Directors or any other vacancy with respect to the office of a Regular Director, however caused, shall be filled by a majority of the Regular Directors then in office or by a sole remaining Regular Director. Any newly created directorship resulting from an increase in the number of Class C Directors or any other vacancy with respect to the office of a Class C A Director, however caused, shall be filled by a majority of the Class C A Directors then in office or by a sole remaining Class C A Director. Any vacancy with respect to the office of a Class B Director, however caused, shall be filled by a majority of the Class B Directors then in office or by a sole remaining Class B Director. From and after such time as no shares of Class A Common Stock are outstanding, any newly created directorship resulting from an increase in the number of directors or any other vacancy with respect to the office of a director, however caused, shall be filled by a majority of the directors then in office or by a sole remaining director. Any director elected as provided above by one or more directors to fill a newly created directorship or other vacancy shall, without regard to the class in which the vacancy occurred, hold office until the next succeeding annual meeting of stockholders and until his or her successor shall have been elected and qualified. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director, except as may be provided in a Preferred Stock Designation with respect to any additional director elected by the holders of the applicable series of Preferred Stock.

Term of Office; Vacancies. A director shall hold office until his or her successor shall be elected and shall qualify, subject, however, to his or her prior death, resignation, retirement or removal from office. Subject to the rights of holders of any series of Preferred Stock, any newly created directorship resulting from an increase in the number of Regular Directors or any other vacancy with respect to the office of a Regular Director, however caused, shall be filled by a majority of the Regular Directors then in office or by a sole remaining Regular Director. Any newly created directorship resulting from an increase in the number of Class C Directors or any other vacancy with respect to the office of a Class C A Director, however caused, shall be filled by a majority of the Class C A Directors then in office or by a sole remaining Class C A Director. Any vacancy with respect to the office of a Class B Director, however caused, shall be filled by a majority of the Class B Directors then in office or by a sole remaining Class B Director. From and after such time as no shares of Class A Common Stock are outstanding, and except as provided in any Preferred Designation, any newly created directorship resulting from an increase in the number of directors or any other vacancy with respect to the office of a director, however caused, shall be filled by a majority of the directors (other than Preferred Directors) then in office or by a sole remaining director. Any director elected as provided above by one or more directors to fill a newly created directorship or other vacancy shall, without regard to the class in which the vacancy occurred, hold office until the next succeeding annual meeting of stockholders and until his or her successor shall have been elected and qualified. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director, except as may be provided in a any Preferred Stock Designation with respect to any additional director elected by the holders of the applicable series of Preferred StockDesignation.