Director Issues. (i) Each of the Doctors, in their capacities as directors of the Corporation, agree that, in the event of the death of a Decedent, they shall fill the vacancy on the Board of Directors of the Corporation by electing the Successor Shareholder selected pursuant to Paragraph 3.(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 he 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.
Appears in 2 contracts
Sources: Succession Agreement, Succession Agreement (IPC the Hospitalist Company, Inc.)