Common use of Vacancy Clause in Contracts

Vacancy. Any vacancy occurring for any reason in an Elected Director position (including through an increase in the number of Elected Directors or the death, removal or resignation of any Elected Director) may be filled by either the remaining Elected Directors or by the holders of a majority of the Common Units, Class B Units, Class C Units, and Class D Units, voting as a class, except that only the holders of a majority of the Common Units, Class B Units, Class C Units, and Class D Units, voting as a class, may fill a vacancy occurring because of the removal of a Director by such holders. If the Elected Directors remaining in office constitute fewer than a quorum of the Elected Directors, the Elected Directors may fill such vacancy by the affirmative vote of a majority of the Elected Directors remaining in office. Any vacancy occurring for any reason in a Class A Director position (including the death, removal or resignation of a Class A Director) may be filled only by the Class A Members. In the event of a vacancy occurring by reason of an increase by the Members in the number of Elected Directors, the Directors shall designate the class of the Elected Directors to which such additional position shall be assigned, but with each class to be as nearly equal in number as possible following such increase in the number of the Directors. An individual elected by the Directors to fill a vacancy in an Elected Director position shall continue to serve as an Elected Director only until the next annual meeting of the Members, at which time the Members shall elect an individual to such Elected Director position, who shall serve for the remainder of the unexpired term of such Elected Director position and until his or her successor shall have been elected, or until his or her death or resignation or removal in accordance with, respectively, Section 4.8 or Section 4.9. An individual elected by the Members to fill a vacancy shall continue to serve as an Elected Director for the remainder of the unexpired term of such Elected Director position and until his or her successor shall have been elected, or until his or her death or resignation or removal in accordance with, respectively, Section 4.8 or Section 4.9.

Vacancy. Any vacancy occurring for any reason in an Elected Director position (including through an increase in the number of Elected Directors or the death, removal or resignation of any Elected Director) may be filled by either the remaining Elected Directors or by the holders of a majority of the Common Units, and Class B Units, Class C Units, and Class D Units, voting as a class, except that only the holders of a majority of the Common Units, and Class B Units, Class C Units, and Class D Units, voting as a class, may fill a vacancy occurring because of the removal of a Director by such holders. If the Elected Directors remaining in office constitute fewer than a quorum of the Elected Directors, the Elected Directors may fill such vacancy by the affirmative vote of a majority of the Elected Directors remaining in office. Any vacancy occurring for any reason in a Class A Director position (including the death, removal or resignation of a Class A Director) may be filled only by the Class A Members. In the event of a vacancy occurring by reason of an increase by the Members in the number of Elected Directors, the Directors shall designate the class of the Elected Directors to which such additional position shall be assigned, but with each class to be as nearly equal in number as possible following such increase in the number of the Directors. An individual elected by the Directors to fill a vacancy in an Elected Director position shall continue to serve as an Elected Director only until the next annual meeting of the Members, at which time the Members shall elect an individual to such Elected Director position, who shall serve for the remainder of the unexpired term of such Elected Director position and until his or her successor shall have been elected, or until his or her death or resignation or removal in accordance with, respectively, Section 4.8 or Section 4.9. An individual elected by the Members to fill a vacancy shall continue to serve as an Elected Director for the remainder of the unexpired term of such Elected Director position and until his or her successor shall have been elected, or until his or her death or resignation or removal in accordance with, respectively, Section 4.8 or Section 4.9.

Vacancy. Any (a) Except as set forth in subsection (b) of this Section 6, any vacancy occurring for on the Board of Directors and any reason in an Elected Director position (including through newly created directorships resulting from an increase in the number of Elected Directors or the deathDirectors, removal or resignation of any Elected Director) may shall be filled by either election of the remaining Elected Directors replacement or new Director by the holders of a majority of Board. Such elections shall be effective upon the Common Units, Class B Units, Class C Units, and Class D Units, voting as a class, except that only the holders of a majority of the Common Units, Class B Units, Class C Units, and Class D Units, voting as a class, may fill a vacancy occurring because of the removal of a Director by such holders. If the Elected Directors remaining in office constitute fewer than a quorum of the Elected Directors, the Elected Directors may fill such vacancy date designated by the affirmative vote of a majority of the Elected Directors remaining in officeBoard. Any vacancy occurring for any reason in a Class A Director position (including the death, removal or resignation of a Class A Director) may be filled only by the Class A Members. In the event of a vacancy occurring by reason of an increase by the Members in the number of Elected Directors, the Directors shall designate the class of the Elected Directors to which such additional position shall be assigned, but with each class to be as nearly equal in number as possible following such increase in the number of the Directors. An individual elected by the Directors to fill a vacancy in an Elected Director position shall continue to serve as an Elected Director only until the next annual meeting of the Members, at which time the Members shall elect an individual to such Elected Director position, who shall serve for the remainder of the unexpired term of such Elected Director position and until his or her successor shall have been elected, or until his or her death or resignation or removal in accordance with, respectively, Section 4.8 or Section 4.9. An individual elected by the Members to fill a vacancy shall continue to serve as an Elected Director for the remainder of the unexpired term of his/her predecessor in office. The new Director shall hold office for the remaining term of the class of Directors to which the new Director is elected. (b) Notwithstanding subsection (a) of this Section 6, for a period of two years from the Effective Date, in the event of any vacancy caused by the death, resignation, or removal of any CareOregon Appointee, including in the event that a CareOregon Appointee ceases to be a director of CareOregon for any reason, such Elected vacancy shall be filled by the appointment by XxxxXxxxxx of a replacement Director position and until who then is on the board of directors of CareOregon, effective immediately upon such appointment. A Director so appointed to fill a vacancy of a CareOregon Appointee shall serve for the unexpired term of his or her predecessor in office and shall be considered a CareOregon Appointee for all purposes of these Bylaws. Further, as provided in subsection (a) of Section 3, CareOregon shall also have the right to appoint a successor to the One Year CareOregon Appointee at the end of such CareOregon Appointee’s initial term, who must also be a director of CareOregon, and who shall have been elected, or until his or her death or resignation or removal in accordance with, respectively, Section 4.8 or Section 4.9be eligible to serve an additional three (3) year term after the expiration of such One Year CareOregon Appointee’s initial term.

Vacancy. Any vacancy occurring for any reason in an Elected Director position (including through an increase in the number of Elected Directors or the death, removal or resignation of any Elected Director) may be filled by either the remaining Elected Directors or by the holders of a majority of the Common Units, and Class B Units, Class C Units, and Class D Units, voting as a class, except that only the holders of a majority of the Common Units, and Class B Units, Class C Units, and Class D Units, voting as a class, may fill a vacancy occurring because of the removal of a Director by such holders. If the Elected Directors remaining in office constitute fewer than a quorum of HB: 4837-9580-7915.3 the Elected Directors, the Elected Directors may fill such vacancy by the affirmative vote of a majority of the Elected Directors remaining in office. Any vacancy occurring for any reason in a Class A Director position (including the death, removal or resignation of a Class A Director) may be filled only by the Class A Members. In the event of a vacancy occurring by reason of an increase by the Members in the number of Elected Directors, the Directors shall designate the class of the Elected Directors to which such additional position shall be assigned, but with each class to be as nearly equal in number as possible following such increase in the number of the Directors. An individual elected by the Directors to fill a vacancy in an Elected Director position shall continue to serve as an Elected Director only until the next annual meeting of the Members, at which time the Members shall elect an individual to such Elected Director position, who shall serve for the remainder of the unexpired term of such Elected Director position and until his or her successor shall have been elected, or until his or her death or resignation or removal in accordance with, respectively, Section 4.8 or Section 4.9. An individual elected by the Members to fill a vacancy shall continue to serve as an Elected Director for the remainder of the unexpired term of such Elected Director position and until his or her successor shall have been elected, or until his or her death or resignation or removal in accordance with, respectively, Section 4.8 or Section 4.9.

Vacancy. Any (a) Except as set forth in subsection (b) of this Section 6, any vacancy occurring for on the Board of Directors and any reason in an Elected Director position (including through newly created directorships resulting from an increase in the number of Elected Directors or the deathDirectors, removal or resignation of any Elected Director) may shall be filled by either election of the remaining Elected Directors replacement or new Director by the holders of a majority of Board. Such elections shall be effective upon the Common Units, Class B Units, Class C Units, and Class D Units, voting as a class, except that only the holders of a majority of the Common Units, Class B Units, Class C Units, and Class D Units, voting as a class, may fill a vacancy occurring because of the removal of a Director by such holders. If the Elected Directors remaining in office constitute fewer than a quorum of the Elected Directors, the Elected Directors may fill such vacancy date designated by the affirmative vote of a majority of the Elected Directors remaining in officeBoard. Any vacancy occurring for any reason in a Class A Director position (including the death, removal or resignation of a Class A Director) may be filled only by the Class A Members. In the event of a vacancy occurring by reason of an increase by the Members in the number of Elected Directors, the Directors shall designate the class of the Elected Directors to which such additional position shall be assigned, but with each class to be as nearly equal in number as possible following such increase in the number of the Directors. An individual elected by the Directors to fill a vacancy in an Elected Director position shall continue to serve as an Elected Director only until the next annual meeting of the Members, at which time the Members shall elect an individual to such Elected Director position, who shall serve for the remainder of the unexpired term of such Elected Director position and until his or her successor shall have been elected, or until his or her death or resignation or removal in accordance with, respectively, Section 4.8 or Section 4.9. An individual elected by the Members to fill a vacancy shall continue to serve as an Elected Director for the remainder of the unexpired term of his/her predecessor in office. The new Director shall hold office for the remaining term of the class of Directors to which the new Director is elected. (b) Notwithstanding subsection (a) of this Section 6, for a period of two years from the Effective Date, in the event of any vacancy caused by the death, resignation, or removal of any CareOregon Appointee, including in the event that a CareOregon Appointee ceases to be a director of CareOregon for any reason, such Elected vacancy shall be filled by the appointment by CareOregon of a replacement Director position and until who then is on the board of directors of CareOregon, effective immediately upon such appointment. A Director so appointed to fill a vacancy of a CareOregon Appointee shall serve for the unexpired term of his or her predecessor in office and shall be considered a CareOregon Appointee for all purposes of these Bylaws. Further, as provided in subsection (a) of Section 3, CareOregon shall also have the right to appoint a successor to the One Year CareOregon Appointee at the end of such CareOregon Appointee’s initial term, who must also be a director of CareOregon, and who shall have been elected, or until his or her death or resignation or removal in accordance with, respectively, Section 4.8 or Section 4.9be eligible to serve an additional three (3) year term after the expiration of such One Year CareOregon Appointee’s initial term.