Common use of Vacancies and Removal Clause in Contracts

Vacancies and Removal. Except as otherwise provided in the Certificate of Incorporation, any vacancy in the Board of Directors, including newly created directorships created by an increase in the number of Directors, may be filled by a majority of the remaining Directors or by the sole remaining Director. The Directors of the Corporation shall be divided into three Classes, designated "Class I", "Class II" and "Class III" respectively. The initial term of office of Class I shall expire on the date of the 2001 annual meeting of stockholders of the Corporation. The initial term of office of Class II shall expire on the date of the 2002 annual meeting of stockholders of the Corporation, and the initial term of office of Class III shall expire on the date of the 2003 annual meeting of stockholders of the Corporation. Commencing with the annual meeting of stockholders of the Corporation at which the initial term of office of the Class III Directors expires, each Director elected to succeed those Directors whose terms have thereupon expired shall serve for a term ending on the date of the third annual meeting of stockholders following the annual meeting at which such Director was elected. In the event of any increase or decrease in the authorized number of Directors, (a) each Director then serving as such shall nonetheless continue as a Director of the class of which he is a member until the expiration of his current term, or his earlier death, retirement, resignation, or removal, and (b) the newly created or eliminated directorships resulting from such increase or decrease shall be apportioned by the Board among the three classes of Directors so as to maintain such classes as nearly equal in number as reasonably possible. If such equality is not possible, the increase or decrease shall be apportioned among the classes in such a way that the difference in the number of Directors in any two classes shall not exceed one.

Vacancies and Removal. Except as During the Intial Term, should a member of the Board of Directors choose to resign or otherwise provided be replaced by the Person or Persons that originally designated such Director pursuant to Section 5.2(b), the outgoing member shall give the Board of Directors reasonable notice of his intent to do so. In the event that any Director resigns, is removed for Cause or is otherwise replaced during the Initial Term, the Person or Persons that originally designated such Director pursuant to Section 5.2(b) shall, in their sole discretion, be entitled to appoint such Director's replacement and shall do so within fourteen (14) days of such resignation, with such replacement taking effect immediately upon the naming of such replacement. Following the Initial Term, subject to applicable Law and the rights of the holders of any series of Member Interests, vacancies existing on the Board of Directors (including a vacancy created by virtue of an increase in the Certificate size of Incorporation, any vacancy in the Board of Directors) may only be filled by the affirmative vote of a majority of the Directors then serving, including newly created directorships created even if less than a quorum. Any Director chosen to fill a vacancy shall hold office for the remainder of the one-year term and until his successor has been duly elected and qualified or until such Director's earlier resignation or removal. Subject to the rights of the holders of any series of Member Interests, following the Initial Term, any Director, and the entire Board of Directors, may only be removed from office at any time (i) with Cause and (ii) by an increase in the number affirmative vote of the Record Holders of a majority of the voting power of the Company; provided, however, that, following the Initial Term, any Director, and the entire Board of Directors, may be filled removed from office with or without Cause by a majority the affirmative vote of the remaining Directors or by the sole remaining Director. The Directors Record Holders of at least 80% of the Corporation shall be divided into three Classes, designated "Class I", "Class II" and "Class III" respectively. The initial term of office of Class I shall expire on the date voting power of the 2001 annual meeting of stockholders of the Corporation. The initial term of office of Class II shall expire on the date of the 2002 annual meeting of stockholders of the Corporation, and the initial term of office of Class III shall expire on the date of the 2003 annual meeting of stockholders of the Corporation. Commencing with the annual meeting of stockholders of the Corporation at which the initial term of office of the Class III Directors expires, each Director elected to succeed those Directors whose terms have thereupon expired shall serve for a term ending on the date of the third annual meeting of stockholders following the annual meeting at which such Director was elected. In the event of any increase or decrease in the authorized number of Directors, (a) each Director then serving as such shall nonetheless continue as a Director of the class of which he is a member until the expiration of his current term, or his earlier death, retirement, resignation, or removal, and (b) the newly created or eliminated directorships resulting from such increase or decrease shall be apportioned by the Board among the three classes of Directors so as to maintain such classes as nearly equal in number as reasonably possible. If such equality is not possible, the increase or decrease shall be apportioned among the classes in such a way that the difference in the number of Directors in any two classes shall not exceed oneMember Interests.