Common use of Vacancies and Newly Created Directorships Clause in Contracts

Vacancies and Newly Created Directorships. Except as otherwise fixed pursuant to the provisions of Article IV hereof relating to the rights of the holders of any class or series of preferred stock to elect Directors, any vacancy occurring in the Board of Directors, including any vacancy created by reason of a newly created directorship resulting in an increase in the number of directors or any vacancy resulting from death, resignation, disqualification, removal or other causes, shall be filled solely by the affirmative vote of a majority of the remaining Directors then in office, if a quorum is present; ​ provided, however, that, if there is an Interested Stockholder at the time of such vote, the filling of such vacancy shall also require the affirmative vote of a majority of the Continuing Directors then in office. Notwithstanding anything contained herein to the contrary, any Director that voluntarily leaves office may vote on his or her replacement. Any Director appointed in accordance with the preceding sentence shall hold office for the remainder of the full term of the class of Directors in which the new directorship was created or the vacancy occurred and until such Director’s successor shall have been duly elected and qualified. When the number of Directors is increased or decreased, the Board of Directors shall determine the class or classes to which the increased or decreased number of Directors shall be apportioned. In the event of a vacancy in the Board of Directors, the remaining Directors, except as otherwise provided by law, may exercise the powers of the full Board of Directors until the vacancy is filled.

Vacancies and Newly Created Directorships. Except as otherwise fixed pursuant Subject to the provisions of Article IV hereof relating to the rights rights, if any, of the holders of any class or series of preferred stock Preferred Stock to elect Directors, any vacancy occurring Directors and to fill vacancies in the Board of Directorsrelating thereto, including any vacancy and all vacancies and newly created directorships in the Board, however occurring, including, without limitation, by reason of a newly created directorship resulting in an increase in the number size of directors the Board, or any vacancy resulting from the death, resignation, disqualification, disqualification or removal or other causesof a Director, shall be filled solely and exclusively by the affirmative vote of a majority of the remaining Directors then in office, even if less than a quorum is present; ​ provided, however, that, if there is an Interested Stockholder at the time of such vote, the filling of such vacancy shall also require the affirmative vote of a majority of the Continuing Directors then in office. Notwithstanding anything contained herein to Board, or by a sole remaining Director, and not by the contrary, any Director that voluntarily leaves office may vote on his or her replacementstockholders. Any Director appointed in accordance with the preceding sentence shall hold office for the remainder of the full term of the class of Directors in which the new directorship was created or the vacancy occurred and until such Director’s successor shall have been duly elected and qualifiedqualified or until his or her earlier resignation, disqualification, death or removal. When Subject to the rights, if any, of the holders of any series of Preferred Stock to elect Directors, when the number of Directors is increased or decreased, the Board of Directors shall shall, subject to Article VII, Section 2 hereof, determine the class or classes to which the increased or decreased number of Directors shall be apportioned. In the event of a vacancy in the Board of DirectorsBoard, the remaining Directors, except as otherwise provided by law, may shall exercise the powers of the full Board of Directors until the vacancy is filled.

Vacancies and Newly Created Directorships. Except as otherwise fixed pursuant to the provisions of Article IV hereof relating to the rights of the holders of any class or series of preferred stock to elect Directors, any vacancy occurring in the Board of Directors, including any vacancy created by reason of a newly created directorship resulting in an increase in the number of directors or any vacancy resulting from death, resignation, disqualification, removal or other causes, shall be filled solely by the affirmative vote of a majority of the remaining Directors then in office, if a quorum is present; ​ present; provided, however, that, if there is an Interested Stockholder at the time of such vote, the filling of such vacancy shall also require the affirmative vote of a majority of the Continuing Directors then in office. Notwithstanding anything contained herein to the contrary, any Director that voluntarily leaves office may vote on his or her replacement. Any Director appointed in accordance with the preceding sentence shall hold office for the remainder of the full term of the class of Directors in which the new directorship was created or the vacancy occurred and until such Director’s successor shall have been duly elected and qualified. When the number of Directors is increased or decreased, the Board of Directors shall determine the class or classes to which the increased or decreased number of Directors shall be apportioned. In the event of a vacancy in the Board of Directors, the remaining Directors, except as otherwise provided by law, may exercise the powers of the full Board of Directors until the vacancy is filled.

Vacancies and Newly Created Directorships. Except as otherwise fixed The office of a director shall be vacated if the director is removed from office pursuant to these Articles, dies or becomes bankrupt or makes any arrangement or composition with his creditors generally, is or becomes of unsound mind or an order for his detention is made under the provisions mental health laws of Article IV hereof relating any jurisdiction, or resigns his office by notice in writing to the rights Company. The Board of the holders of any class or series of preferred stock to elect Directors, Directors may act notwithstanding any vacancy occurring in the Board of Directors, including any vacancy created by reason of a its number. Vacancies and newly created directorship directorships resulting in an from any increase in the authorized number of directors or any vacancy resulting from death, resignation, disqualification, removal or other causes, shall may be filled solely exclusively by the affirmative vote a Resolution of a majority Directors of the remaining Directors those directors then in office, if notwithstanding that the directors passing such Resolution of Directors may represent less than a quorum is present; ​ providedquorum, howeveror by a sole remaining director, that, if there is an Interested Stockholder at and the time of such vote, the filling of such vacancy shall also require the affirmative vote of a majority of the Continuing Directors then in office. Notwithstanding anything contained herein to the contrary, any Director that voluntarily leaves office may vote on his or her replacement. Any Director appointed in accordance with the preceding sentence directors so chosen shall hold office for the remainder of the full term of the class of Directors period contemplated in which the new directorship was created Article 12.2(h) and Article 12.2 (provided always that any seat vacated by a Series A Preferred Director or the vacancy occurred and until such Director’s successor shall have been duly elected and qualifieda Series B Preferred Director may only be filled in accordance with Schedule 1 or Schedule 2, respectively). When the number of Directors is increased or decreased, the The Board of Directors shall may determine that newly created directorships in a particular Xxxxxxxx.xxx, Corp. Page 40 class of directors resulting from any increase in the class or classes to which the increased or decreased authorized number of Directors directors of that class shall be apportionedfilled at the Annual Meeting at which elections are to take place for that class. In If and only if there are no directors in office, then the event Members may elect new directors by Resolution of a Members to fill the vacancies. Subject to the foregoing, the continuing directors may act notwithstanding any vacancy in the Board of Directors, the remaining Directors, except as otherwise provided by law, may exercise the powers of the full Board of Directors until the vacancy is filledtheir body.