Common use of Replacement Nominees Clause in Contracts

Replacement Nominees. If, prior to his or her election to the Board pursuant to Section 5.1(b)(i), any Nominee shall be unable or unwilling to serve as a Director, the Member or Members who nominated such Nominee in accordance with Section 5.1(b)(i) or, following the settlement date of the first Underwritten Public Offering after the date hereof, the Board shall be entitled to nominate a replacement who shall then be a Nominee for purposes of this Section 5.1. If, following election to the Board pursuant to Section 5.1(b)(i), any Nominee shall resign or be removed or be unable to serve for any reason prior to the expiration of his or her term as a Director (a "Withdrawing Director"), the Member or Members who nominated such Withdrawing Director shall appoint a replacement Nominee (a "Substitute Director") to fill the unexpired term of the Withdrawing Director whom such Substitute Director is replacing, provided that any Independent Nominee shall be replaced with the written consent of the Consenting CERA Principal, whose consent shall not be unreasonably withheld. If a Member or Members shall fail to so appoint a Substitute Director in the manner provided above, the seat of such Substitute Director shall remain vacant. Notwithstanding the preceding sentences of this paragraph (ii), if, following the settlement date of the first Underwritten Public Offering after the date hereof, any vacancies shall occur in the Board or if the authorized number of Directors shall be increased, the Directors then in office shall continue to act, and such vacancies and newly created directorships may be filled by a majority of the Directors then in office, although less than a quorum, and any such vacancy or newly created directorship may also be filled at any time by vote of the Members.