Common use of Director Issues Clause in Contracts

Director Issues. (i) Upon the occurrence of the Succession Event, the Terminating Doctor shall be deemed to have submitted his or her resignation as a director of the Corporation, effective as of the date of the Succession Event. Each of the Doctors, in their capacities as directors of the Corporation, agree that as soon as practicable following the Succession Event affecting the Terminating Doctor, they shall fill the vacancy on the Board of Directors by electing the Successor Shareholder, selected pursuant to Paragraph 5(a)(ii) above., to the Board of Directors. (ii) Each of the Doctors shall vote his or her Shares hereunder to elect each Successor Shareholder to the Board of Directors of the Corporation; provided, however, no Doctor shall be obligated to elect any such person if be or she believes it is not in the best interest of the Corporation. If, as a result of one or more Doctors withholding his or her vote as provided above, the person proposed as a Successor Shareholder is not elected to the Board of Directors, then the Successor Shareholder shall be deemed a Terminating Doctor and the procedures set forth under Section 5 shall apply.