Common use of Vacancies Generally Clause in Contracts

Vacancies Generally. Whenever (i) any Director position, other than a Member Representative Director position or an Investor Director position, becomes vacant prior to the election of a successor at the end of such Director’s term, whether because of death, disability, disqualification, removal, or resignation, or (ii) any newly-created Director position, other than a Member Representative Director position or an Investor Director position, becomes available because of an increase in the number of Directors, the Nominating Committee shall nominate, and Holdco shall elect, a person satisfying the classification (Industry Director, Non-Industry Director, or Independent Director), if applicable, for the directorship, to fill such vacancy until the expiration of such position’s designated term or to fill such newly-created Director position until the expiration of such position’s designated term; provided, however, that if the remaining term of office of a Director at the time of such Director’s vacancy is not more than six (6) months, during the period of vacancy the Board shall not be deemed to be in violation of Section 7.3(b) by virtue of such vacancy.