Common use of Vacancies and Newly Created Directorships Clause in Contracts

Vacancies and Newly Created Directorships. In addition to any applicable requirements set forth in the Certificate of Incorporation, if at a time when the Certificate of Incorporation provides for Voting Constituency Classes there occurs any vacancy in the office of a Voting Share Director (as defined in Section B.(5)(i) of Article IV of the Certificate of Incorporation) or Voting B Share Director (as defined in Section B.(5)(i) of Article IV of the Certificate of Incorporation) due to the death, resignation, retirement, disqualification or removal from office of such director or other cause, such vacancy shall be filled by the vote of the majority of the Voting Share Directors (or the sole remaining Voting Share Director) or a majority of the Voting B Share Directors (or the sole remaining Voting B Share Director), as the case may be, unless there are no such directors in such class, in which case such vacancy shall be filled by the holders of the Voting Shares or Voting B Shares, as the case may be. If at a time when the Certificate of Incorporation does not provide for Voting Constituency Classes there occurs any vacancy in the office of a director due to the death, resignation, retirement, disqualification or removal from office of such director or other cause, such vacancy shall be filled exclusively by the vote of the majority of the directors (or the sole remaining director) then in office, even if less than a quorum, regardless of any quorum requirements set out in these Bylaws. All newly-created directorships resulting from an increase in the authorized number of directors at a time when the Certificate of Incorporation provides for Voting Constituency Classes shall be allocated between such classes pursuant to in Section B.(5)(iii) of Article IV of the Certificate of Incorporation. Once such newly-created directorships have been designated as Voting Share Directors or Voting B Share Directors, such newly created directorships shall be filled by the vote of the majority of the directors in such class (or the sole remaining director in such class), as the case may be, unless there are no such directors in such class, in which case such vacancy shall be filled by the holders of the Voting Shares or Voting B Shares, as the case may be. All newly-created directorships resulting from an increase in the authorized number of directors at a time when the Certificate of Incorporation does not provide for Voting Constituency Classes shall be filled exclusively by the vote of the majority of the directors (or the sole remaining director) then in office, even if less than a quorum, regardless of any quorum requirements set out in these Bylaws. Any vacancies or newly-created directorships filled in accordance with this Section 3.2 at a time when the Certificate of Incorporation provides for Term of Office Classes shall be allocated among the Term of Office Classes pursuant to Section B of Article V of the Certificate of Incorporation. No decrease in the number of authorized directors constituting the entire Board of Directors shall shorten the term of any incumbent director.

Vacancies and Newly Created Directorships. In addition to any applicable requirements set forth in the Certificate of Incorporation, if at a time when the Certificate of Incorporation provides for Voting Constituency Classes Classes(7) there occurs any vacancy in the office of a Voting Share Director (as defined in Section B.(5)(i) of Article IV of the Certificate of Incorporation) or Voting B Share Director (as defined in Section B.(5)(i) of Article IV of the Certificate of Incorporation) due to the death, resignation, retirement, disqualification or removal from office of such director or other cause, such vacancy shall be filled by the vote of the majority of the Voting Share Directors (or the sole remaining Voting Share Director) or a majority of the Voting B Share Directors (or the sole remaining Voting B Share Director), as the case may be, unless there are no such directors in such class, in which case such vacancy shall be filled by the holders of the Voting Shares or Voting B Shares, as the case may be. If at a time when the Certificate of Incorporation does not provide for Voting Constituency Classes there occurs any vacancy in the office of a director due to the death, resignation, retirement, disqualification or removal from office of such director or other cause, such vacancy shall be filled exclusively by the vote of the majority of the directors (or the sole remaining director) then in office, even if less than a quorum, regardless of any quorum requirements set out in these Bylaws. All newly-created directorships resulting from an increase in the authorized number of directors at a time when the Certificate of Incorporation provides for Voting Constituency Classes shall be allocated between such classes pursuant to in Section B.(5)(iii) of Article IV of the Certificate of Incorporation. Once such newly-created directorships have been designated as Voting Share Directors or Voting B Share Directors, such newly created directorships shall be filled by the vote of the majority of the directors in such class (or the sole remaining director in such class), as the case may be, unless there are no such directors in such class, in which case such vacancy shall be filled by the holders of the Voting Shares or Voting B Shares, as the case may be. All newly-created directorships resulting from an increase in the authorized number of directors at a time when the Certificate of Incorporation does not provide for Voting Constituency Classes shall be filled exclusively by the vote of the majority of the directors (or the sole remaining director) then in office, even if less than a quorum, regardless of any quorum requirements set out in these Bylaws. Any vacancies or newly-created directorships filled in accordance with this Section 3.2 at a time when the Certificate of Incorporation provides for Term of Office Classes shall be allocated among the Term of Office Classes pursuant to Section B of Article V of the Certificate of Incorporation. No decrease in the number of authorized directors constituting the entire Board of Directors shall shorten the term of any incumbent director.

Vacancies and Newly Created Directorships. In addition Subject to any applicable requirements set forth in the Certificate of IncorporationSection 6.9 and other than with respect to an Appointed Director and except as otherwise provided herein, if at a time when the Certificate of Incorporation provides for Voting Constituency Classes there occurs any vacancy in on the office Board of a Voting Share Director (as defined in Section B.(5)(i) of Article IV of the Certificate of Incorporation) or Voting B Share Director (as defined in Section B.(5)(i) of Article IV of the Certificate of Incorporation) due to the death, resignation, retirement, disqualification or removal Directors that results from office of such director or other cause, such vacancy shall be filled by the vote of the majority of the Voting Share Directors (or the sole remaining Voting Share Director) or a majority of the Voting B Share Directors (or the sole remaining Voting B Share Director), as the case may be, unless there are no such directors in such class, in which case such vacancy shall be filled by the holders of the Voting Shares or Voting B Shares, as the case may be. If at a time when the Certificate of Incorporation does not provide for Voting Constituency Classes there occurs any vacancy in the office of a director due to the death, resignation, retirement, disqualification or removal from office of such director or other cause, such vacancy shall be filled exclusively by the vote of the majority of the directors (or the sole remaining director) then in office, even if less than a quorum, regardless of any quorum requirements set out in these Bylaws. All newly-newly created directorships resulting from an any increase in the authorized number of directors at a time when the Certificate of Incorporation provides for Voting Constituency Classes shall be allocated between such classes pursuant to in Section B.(5)(iii) of Article IV of the Certificate of Incorporation. Once such newly-created directorships have been designated as Voting Share Directors or Voting B Share Directors, such newly created directorships shall may be filled by the vote of the a majority of the directors then in such class (or the sole remaining director in such class)office, as the case provided that a quorum is present, and any other vacancies may be, unless there are no such directors in such class, in which case such vacancy shall be filled by the holders a majority of the Voting Shares directors then in office, though less than a quorum, or Voting B Shares, as the case may beby a sole remaining director. All newly-created directorships Any director of any class elected to fill a vacancy resulting from an increase in the authorized number of directors at of such class shall hold office for a time when term that shall coincide with the Certificate remaining term of Incorporation does not provide for Voting Constituency Classes shall be filled exclusively by the vote of the majority of the directors (that class and until such director’s successor is duly elected or the sole remaining director) then in officeappointed and qualified, even if less than a quorumor until his or her earlier death, regardless of any quorum requirements set out in these Bylawsresignation or removal. Any vacancies or newly-created directorships filled in accordance with this Section 3.2 at director elected to fill a time when the Certificate of Incorporation provides for Term of Office Classes shall be allocated among the Term of Office Classes pursuant to Section B of Article V of the Certificate of Incorporation. No decrease vacancy not resulting from an increase in the number of directors shall have the same remaining term as that of such director’s predecessor and until such director’s successor is duly elected or appointed and qualified, or until his or her earlier death, resignation or removal. Notwithstanding anything to the contrary contained in the preceding sentences of this Section 6.8, any director filling any such vacancy shall satisfy the Applicable Listing Rules and the Rules and Regulations, and any necessary or required qualifications under the Applicable Listing Rules and the Rules and Regulations for applicable committee membership. Subject to Section 6.9, any vacancies in the Appointed Directors for any reason, and any newly created directorships resulting from any increase in the authorized directors constituting number of Appointed Directors may only be filled by the entire Board of Directors shall shorten Allocation Member at such time or times as the term of any incumbent directorAllocation Member so determines, pursuant to written notice delivered to the Chairman or, if none then serving, the Lead Independent Director immediately prior to filling such vacancy, or such election or appointment.

Vacancies and Newly Created Directorships. In addition to any applicable requirements set forth in the Certificate of Incorporation, if at a time when the Certificate of Incorporation provides for Voting Constituency Classes Classes7 there occurs any vacancy in the office of a Voting Share Director (as defined in Section B.(5)(i) of Article IV of the Certificate of Incorporation) or Voting B Share Director (as defined in Section B.(5)(i) of Article IV of the Certificate of Incorporation) due to the death, resignation, retirement, disqualification or removal from office of such director or other cause, such vacancy shall be filled by the vote of the majority of the Voting Share Directors (or the sole remaining Voting Share Director) or a majority of the Voting B Share Directors (or the sole remaining Voting B Share Director), as the case may be, unless there are no such directors in such class, in which 6 To be included only if the Staggered Board Proposal is approved. 7 If the Staggered Board Proposal is not approved, the term “Voting Constituency Classes” will be defined here. case such vacancy shall be filled by the holders of the Voting Shares or Voting B Shares, as the case may be. If at a time when the Certificate of Incorporation does not provide for Voting Constituency Classes there occurs any vacancy in the office of a director due to the death, resignation, retirement, disqualification or removal from office of such director or other cause, such vacancy shall be filled exclusively by the vote of the majority of the directors (or the sole remaining director) then in office, even if less than a quorum, regardless of any quorum requirements set out in these Bylaws. All newly-created directorships resulting from an increase in the authorized number of directors at a time when the Certificate of Incorporation provides for Voting Constituency Classes shall be allocated between such classes pursuant to in Section B.(5)(iii) of Article IV of the Certificate of Incorporation. Once such newly-created directorships have been designated as Voting Share Directors or Voting B Share Directors, such newly created directorships shall be filled by the vote of the majority of the directors in such class (or the sole remaining director in such class), as the case may be, unless there are no such directors in such class, in which case such vacancy shall be filled by the holders of the Voting Shares or Voting B Shares, as the case may be. All newly-created directorships resulting from an increase in the authorized number of directors at a time when the Certificate of Incorporation does not provide for Voting Constituency Classes shall be filled exclusively by the vote of the majority of the directors (or the sole remaining director) then in office, even if less than a quorum, regardless of any quorum requirements set out in these Bylaws. Any vacancies or newly-created directorships filled in accordance with this Section 3.2 at a time when the Certificate of Incorporation provides for Term of Office Classes shall be allocated among the Term of Office Classes pursuant to Section B of Article V of the Certificate of Incorporation. No decrease in the number of authorized directors constituting the entire Board of Directors shall shorten the term of any incumbent director.

Vacancies and Newly Created Directorships. In addition to any applicable requirements set forth Unless otherwise provided in the Certificate of Incorporation, if at a time when the Certificate of Incorporation provides for Voting Constituency Classes there occurs any vacancy in the office of a Voting Share Director (as defined in Section B.(5)(i) of Article IV of the Certificate of Incorporation) or Voting B Share Director (as defined in Section B.(5)(i) of Article IV of the Certificate of Incorporation) due to the death, resignation, retirement, disqualification or removal from office of such director or other cause, such vacancy shall be filled by the vote of the majority of the Voting Share Directors (or the sole remaining Voting Share Director) or a majority of the Voting B Share Directors (or the sole remaining Voting B Share Director), as the case may be, unless there are no such directors in such class, in which case such vacancy shall be filled by the holders of the Voting Shares or Voting B Shares, as the case may be. If at a time when the Certificate of Incorporation does not provide for Voting Constituency Classes there occurs any vacancy in the office of a director due to the death, resignation, retirement, disqualification or removal from office of such director or other cause, such vacancy shall be filled exclusively by the vote of the majority of the directors (or the sole remaining director) then in office, even if less than a quorum, regardless of any quorum requirements set out in these Bylaws. All vacancies and newly-created directorships resulting from an any increase in the authorized number of directors at a time when the Certificate of Incorporation provides for Voting Constituency Classes shall be allocated between such classes pursuant to in Section B.(5)(iii) of Article IV of the Certificate of Incorporation. Once such newly-created directorships have been designated as Voting Share Directors or Voting B Share Directors, such newly created directorships shall may be filled by the vote of the a majority of the directors in such class (or the sole remaining director in such class), as the case may be, unless there are no such directors in such class, in which case such vacancy shall be filled by the holders of the Voting Shares or Voting B Shares, as the case may be. All newly-created directorships resulting from an increase in the authorized number of directors at a time when the Certificate of Incorporation does not provide for Voting Constituency Classes shall be filled exclusively by the vote of the majority of the directors (or the sole remaining director) then in office, even if though less than a quorum, regardless or by a sole remaining director. Each director so chosen shall serve until his successor is elected and qualified or until such director’s earlier resignation, removal or death. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If at any quorum requirements set out time, by reason of death or resignation or other cause, the Corporation should have no directors in these Bylaws. Any vacancies office, then any officer or newly-created directorships filled any stockholder or an executor, administrator, trustee or guardian of a stockholder, or other fiduciary entrusted with like responsibility for the person or estate of a stockholder, may call a special meeting of stockholders in accordance with this Section 3.2 at a time when the provisions of the Certificate of Incorporation provides or these Bylaws, or may apply to the Court of Chancery for Term a decree summarily ordering an election as provided in Section 211 of Office Classes the DGCL. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten (10%) percent of the total number of shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office as aforesaid, which election shall be allocated among governed by the Term provisions of Office Classes pursuant to Section B of Article V 211 of the Certificate of Incorporation. No decrease in the number of authorized directors constituting the entire Board of Directors shall shorten the term of any incumbent directorDGCL as far as applicable.

Vacancies and Newly Created Directorships. In addition Subject to the special rights of the holders of any applicable requirements set forth series of Preferred Stock to elect directors and subject to the provisions of the Voting Agreement granting certain parties the right to fill vacancies on the Board of Directors (but only to the extent the Voting Agreement remains in effect), any vacancy occurring in the Certificate Board of Incorporation, if at a time when the Certificate of Incorporation provides for Voting Constituency Classes there occurs any vacancy in the office of a Voting Share Director (as defined in Section B.(5)(i) of Article IV of the Certificate of Incorporation) or Voting B Share Director (as defined in Section B.(5)(i) of Article IV of the Certificate of Incorporation) Directors due to the death, resignationdisqualification or, retirementsubject to the last sentence of this paragraph, disqualification resignation or removal from office of such director or other causeremoval, such vacancy shall be filled only by the affirmative vote of the majority of the Voting Share Directors (or the sole remaining Voting Share Director) or a majority of the Voting B Share Directors (or the sole remaining Voting B Share Director), as the case may be, unless there are no such directors in such class, in which case such vacancy shall be filled by the holders of the Voting Shares or Voting B Shares, as the case may be. If at a time when the Certificate of Incorporation does not provide for Voting Constituency Classes there occurs any vacancy in the office of a director due to the death, resignation, retirement, disqualification or removal from office of such director or other cause, such vacancy shall be filled exclusively by the vote of the majority of the directors (or the sole remaining director) then in office, even if less than a quorum, regardless or by a sole remaining director, and shall not be filled by the stockholders. Any vacancy occurring in the Board of Directors as a result of any quorum requirements set out in these Bylaws. All newly-newly created directorships directorship resulting from an any increase in the authorized number of directors at a time when the Certificate of Incorporation provides for Voting Constituency Classes shall be allocated between such classes pursuant to in Section B.(5)(iii) of Article IV of the Certificate of Incorporation. Once such newly-created directorships have been designated as Voting Share Directors or Voting B Share Directors, such newly created directorships shall be filled by the affirmative vote of the holders of a majority of the directors voting power of all of the then-outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class. Any director elected in accordance with the preceding two sentences shall hold office for a term expiring at the annual meeting of stockholders at which the term of office of the class to which the director has been assigned expires and until such class (director’s successor shall have been duly elected and qualified, or until such director’s earlier death, resignation, disqualification or removal. Notwithstanding anything to the sole remaining director in such class)contrary herein or otherwise, as the case may be, unless there are no such directors in such class, in which case such vacancy shall be filled by the holders including any contrary provisions of the Voting Shares or Voting Agreement incorporated herein by reference, except with respect to any Preferred Stock Director, while any shares of Class B SharesCommon Stock are outstanding, as if (x) any nominee for election to the case may be. All newly-created directorships resulting from an increase in Board of Directors fails to receive the authorized number requisite vote for such nominee’s election at any meeting of directors at a time when stockholders for the Certificate election of Incorporation does not provide for Voting Constituency Classes shall be filled exclusively directors, (y) any shares of stock of the Corporation beneficially owned by the Netmarble and its Affiliates were voted against such director’s election at such meeting, and (z) such directorship remains vacant following the final adjournment of such meeting of stockholders or becomes vacant as a result of the effectiveness of the resignation of such director that was contingent upon such director’s having failed to receive the requisite vote of stockholders for such director’s election and, if applicable, the majority of the directors Board’s acceptance thereof, then (i) such directorship shall remain vacant or the sole remaining director) then in office, even if less than unfilled until a quorum, regardless of any quorum requirements set out in these Bylaws. Any vacancies or newly-created directorships filled director is elected to such directorship in accordance with this sentence, (ii) such vacancy or unfilled directorship shall be filled solely by the stockholders entitled to vote in the election of such director, acting by the vote required to elect such director in accordance with the Bylaws, and (iii) the Corporation shall (A) use commercially reasonable efforts to hold, within one hundred twenty (120) days after the later of the final adjournment of such meeting or the date on which any such resignation becomes effective, a special meeting of stockholders to elect a director to fill the vacancy or unfilled directorship for which such nominee failed to receive the requisite vote for election as a director and (B) take all action to nominate for election to the Board at such special meeting a person whose nomination has been recommended by the Nominating and Corporate Governance Committee (or any other committee of the Board then having and exercising the powers of the Nominating and Corporate Governance Committee) and approved by the Board (a “Subsequent Nominee”); provided that, notwithstanding the foregoing provisions of the immediately preceding clause (iii), the Corporation shall not be required to hold such special meeting (and may cancel any meeting that has been called but not held) if, prior to the date on which such special meeting is scheduled to be held, an action by consent of stockholders electing a Subsequent Nominee to any such vacancy or unfilled directorship is duly delivered to the Corporation in accordance in accordance with Article IX, Section 3.2 at a time when the 1 of this Restated Certificate of Incorporation provides for Term of Office Classes shall be allocated among the Term of Office Classes pursuant to and Section B of Article V 228 of the Certificate of Incorporation. No decrease in the number of authorized directors constituting the entire Board of Directors shall shorten the term of any incumbent directorDGCL.

Vacancies and Newly Created Directorships. In addition to any applicable requirements set forth in the Certificate of Incorporation, if at a time when the Certificate of Incorporation provides for Voting Constituency Classes Classes7 there occurs any vacancy in the office of a Voting Share Director (as defined in Section B.(5)(i) of Article IV of the Certificate of Incorporation) or Voting B Share Director (as defined in Section B.(5)(i) of Article IV of the Certificate of Incorporation) due to the death, resignation, retirement, disqualification or removal from office of such director or other cause, such vacancy shall be filled by the vote of the majority of the Voting Share Directors (or the sole remaining Voting Share Director) or a majority of the Voting B Share Directors (or the sole remaining Voting B Share Director), as the case may be, unless there are no such directors in such class, in which case such vacancy shall be filled by the holders of the Voting Shares or Voting B Shares, as the case may be. If at a time when the Certificate of Incorporation does not provide for Voting Constituency Classes there occurs any vacancy in the office of a director due to the death, resignation, retirement, disqualification or removal from office of such director or other cause, such vacancy shall be filled exclusively by the vote of the majority of the directors (or the sole remaining director) then in office, even if less than a quorum, regardless of any quorum requirements set out in these Bylaws. 6 To be included only if the Staggered Board Proposal is approved. 7 If the Staggered Board Proposal is not approved, the term “Voting Constituency Classes” will be defined here. All newly-created directorships resulting from an increase in the authorized number of directors at a time when the Certificate of Incorporation provides for Voting Constituency Classes shall be allocated between such classes pursuant to in Section B.(5)(iii) of Article IV of the Certificate of Incorporation. Once such newly-created directorships have been designated as Voting Share Directors or Voting B Share Directors, such newly created directorships shall be filled by the vote of the majority of the directors in such class (or the sole remaining director in such class), as the case may be, unless there are no such directors in such class, in which case such vacancy shall be filled by the holders of the Voting Shares or Voting B Shares, as the case may be. All newly-created directorships resulting from an increase in the authorized number of directors at a time when the Certificate of Incorporation does not provide for Voting Constituency Classes shall be filled exclusively by the vote of the majority of the directors (or the sole remaining director) then in office, even if less than a quorum, regardless of any quorum requirements set out in these Bylaws. Any vacancies or newly-created directorships filled in accordance with this Section 3.2 at a time when the Certificate of Incorporation provides for Term of Office Classes shall be allocated among the Term of Office Classes pursuant to Section B of Article V of the Certificate of Incorporation. No decrease in the number of authorized directors constituting the entire Board of Directors shall shorten the term of any incumbent director.

Vacancies and Newly Created Directorships. In addition Subject to any applicable requirements set forth in the Certificate of IncorporationSection 6.9 and other than with respect to an Appointed Director and except as otherwise provided herein, if at a time when the Certificate of Incorporation provides for Voting Constituency Classes there occurs any vacancy in on the office Board of a Voting Share Director (as defined in Section B.(5)(i) of Article IV of the Certificate of Incorporation) or Voting B Share Director (as defined in Section B.(5)(i) of Article IV of the Certificate of Incorporation) due to the death, resignation, retirement, disqualification or removal Directors that results from office of such director or other cause, such vacancy shall be filled by the vote of the majority of the Voting Share Directors (or the sole remaining Voting Share Director) or a majority of the Voting B Share Directors (or the sole remaining Voting B Share Director), as the case may be, unless there are no such directors in such class, in which case such vacancy shall be filled by the holders of the Voting Shares or Voting B Shares, as the case may be. If at a time when the Certificate of Incorporation does not provide for Voting Constituency Classes there occurs any vacancy in the office of a director due to the death, resignation, retirement, disqualification or removal from office of such director or other cause, such vacancy shall be filled exclusively by the vote of the majority of the directors (or the sole remaining director) then in office, even if less than a quorum, regardless of any quorum requirements set out in these Bylaws. All newly-newly created directorships resulting from an any increase in the authorized number of directors at a time when the Certificate of Incorporation provides for Voting Constituency Classes shall be allocated between such classes pursuant to in Section B.(5)(iii) of Article IV of the Certificate of Incorporation. Once such newly-created directorships have been designated as Voting Share Directors or Voting B Share Directors, such newly created directorships shall may be filled by the vote of the a majority of the directors then in such class (or the sole remaining director in such class)office, as the case provided that a quorum is present, and any other vacancies may be, unless there are no such directors in such class, in which case such vacancy shall be filled by the holders a majority of the Voting Shares directors then in office, though less than a quorum, or Voting B Shares, as the case may beby a sole remaining director. All newly-created directorships Any director elected to fill a vacancy resulting from an increase in the authorized number of directors at a time when shall hold office until the Certificate next annual meeting of Incorporation does not provide for Voting Constituency Classes shall be filled exclusively by the vote of the majority of the directors (Members and until such director’s successor is duly elected or the sole remaining director) then in officeappointed and qualified, even if less than a quorumor until his or her earlier death, regardless of any quorum requirements set out in these Bylawsresignation or removal. Any vacancies or newly-created directorships filled in accordance with this Section 3.2 at director elected to fill a time when the Certificate of Incorporation provides for Term of Office Classes shall be allocated among the Term of Office Classes pursuant to Section B of Article V of the Certificate of Incorporation. No decrease vacancy not resulting from an increase in the number of directors shall have the same remaining term as that of such director’s predecessor and until such director’s successor is duly elected or appointed and qualified, or until his or her earlier death, resignation or removal. Notwithstanding anything to the contrary contained in the preceding sentences of this Section 6.8, from and after the Listing Date, any director filling any such vacancy shall satisfy the Applicable Listing Rules and the Rules and Regulations, and any necessary or required qualifications under the Applicable Listing Rules and the Rules and Regulations for applicable committee membership. Subject to Section 6.9, any vacancies in the Appointed Directors for any reason, and any newly created directorships resulting from any increase in the authorized directors constituting number of Appointed Directors may only be filled by the Allocation Member at such time or times as the Allocation Member so determines, pursuant to written notice delivered to the Chairman or, if none then serving, the entire Board of Directors shall shorten the term of any incumbent directorDirectors.