Common use of Replacement Nominees Clause in Contracts

Replacement Nominees. If, at any time prior to the election of directors at the Annual Meeting, any of the Nominees is unwilling or unable to stand for election as a director at the Annual Meeting and the Company is so notified thereof, the following procedures shall apply: a. If a Continuing Director or the CEO is unwilling or unable to stand for election, then after consultation with and after giving good faith consideration to any reasonable input from Pirate Capital, the Nominating Committee shall recomm▇▇▇ ▇▇ the Board the nomination of a replacement nominee for each such unable or unwilling individual. b. If the Pirate Nominee is unwilling or unable to stand for election, then Pirate Capital promptly shall designate to the Nominating ▇▇▇▇▇▇▇▇▇ for its review and consideration a replacement nominee of Pirate Capital, and the Nominating Committee thereupon shall re▇▇▇▇▇▇▇ to the Board that such replacement nominee be nominated for election to the Board at the Annual Meeting.

Replacement Nominees. If, at any time prior to the election of directors at the Annual Meeting, any of the Nominees is unwilling or unable to stand for election as a director at the Annual Meeting and the Company is so notified thereof, the following procedures shall apply: a. If a Continuing Director or the CEO is unwilling or unable to stand for election, then after consultation with and after giving good faith consideration to any reasonable input from Pirate Capital▇▇▇▇▇▇ ▇▇▇▇▇▇▇, the Nominating Committee shall recomm▇▇▇ ▇▇ recommend to the Board the nomination of a replacement nominee for each such unable or unwilling individual. b. If the Pirate Nominee is unwilling or unable to stand for election, then Pirate Capital promptly shall designate to the Nominating ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ promptly shall designate to the Nominating Committee for its review and consideration a replacement nominee of Pirate Capital▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and the Nominating Committee thereupon shall re▇▇▇▇▇▇▇ recommend to the Board that such replacement nominee be nominated for election to the Board at the Annual Meeting.