Common use of Replacement Rights Clause in Contracts

Replacement Rights. If, from the Effective Date until the expiration of the Standstill Period (as defined below), ▇▇▇▇▇▇ ▇▇▇ or any Replacement is unable or unwilling to serve as an independent director for any reason, the Legion Parties shall identify a replacement director (a “Replacement”) with relevant financial and business experience, who qualifies as “independent” pursuant to Nasdaq’s listing standards, the SEC rules and regulations and who is not an officer, director, employee or Affiliate (as defined below) of any Legion Party and who does not receive compensation from the Legion Parties, whose qualifications are substantially similar to ▇▇▇▇▇▇ ▇▇▇, and such Replacement shall be expeditiously appointed to the Board subject to the approval (not to be unreasonably withheld) by the Nominating Committee, after exercising its good faith customary due diligence process and fiduciary duties (and who satisfies the Company Policies applicable to all directors). Any Replacement appointed to the Board in accordance with this Section 1(c) shall be appointed to any applicable committees of the Board of which the replaced former director was a member immediately prior to such director’s resignation or removal. Any rights or obligations of the Board and the Legion Parties as provided in this Section 1(c) shall terminate when the Legion Parties cease to beneficially own, in the aggregate, at least half of the outstanding shares of Common Stock beneficially owned by the Legion Parties as of the Effective Date. In the event the Nominating Committee determines in good faith not to appoint any Replacement proposed by the Legion Parties, the Parties shall have the right to propose additional Replacements for consideration, and the provisions of this Section 1(c) shall continue to apply.

Replacement Rights. If, from the Effective Date until the expiration of the Standstill Period (as defined below), ▇T▇▇▇▇▇ ▇▇▇ or any Replacement is unable or unwilling to serve as an independent director for any reason, the Legion Parties shall identify a replacement director (a “Replacement”) with relevant financial and business experience, who qualifies as “independent” pursuant to Nasdaq’s listing standards, the SEC rules and regulations and who is not an officer, director, employee or Affiliate (as defined below) of any Legion Party and who does not receive compensation from the Legion Parties, whose qualifications are substantially similar to ▇T▇▇▇▇▇ ▇▇▇, and such Replacement shall be expeditiously appointed to the Board subject to the approval (not to be unreasonably withheld) by the Nominating Committee, after exercising its good faith customary due diligence process and fiduciary duties (and who satisfies the Company Policies applicable to all directors). Any Replacement appointed to the Board in accordance with this Section 1(c) shall be appointed to any applicable committees of the Board of which the replaced former director was a member immediately prior to such director’s resignation or removal. Any rights or obligations of the Board and the Legion Parties as provided in this Section 1(c) shall terminate when the Legion Parties cease to beneficially own, in the aggregate, at least half of the outstanding shares of Common Stock beneficially owned by the Legion Parties as of the Effective Date. In the event the Nominating Committee determines in good faith not to appoint any Replacement proposed by the Legion Parties, the Parties shall have the right to propose additional Replacements for consideration, and the provisions of this Section 1(c) shall continue to apply.