Common use of Vacancies and Newly Created Directorships Clause in Contracts

Vacancies and Newly Created Directorships. Subject to the rights of the holders of any one or more series of Preferred Stock then outstanding and subject to the terms of the Stockholders Agreement (as long as such agreement is in effect), newly created directorships resulting from any increase in the authorized number of Directors or any vacancies on the Board resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled only by the affirmative vote of a majority of the remaining Directors then in office, even if less than a quorum of the Board. Any Director so chosen shall hold office until the next election of the class for which such Director shall have been chosen and until his or her successor shall be duly elected and qualified or until such Director’s earlier death, disqualification, resignation or removal. No decrease in the number of Directors shall shorten the term of any Director then in office.

Vacancies and Newly Created Directorships. Subject to the rights of the holders of any one or more series of Preferred Stock then outstanding then-outstanding, the Governance Agreement and subject to the terms of the Stockholders Agreement (as long as such agreement is in effect)By-laws, newly created directorships resulting from any increase in the authorized number of Directors or any vacancies on the Board resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled only solely by the affirmative vote of a majority of the remaining Directors then in office, even if less than a quorum of the Board. Any Director so chosen shall hold office until the next election of the class for which such Director shall have been chosen Directors and until his or her successor shall be duly elected and qualified or until such Director’s earlier death, disqualification, resignation or removal. No decrease in the number of Directors shall shorten the term of any Director then in office.

Vacancies and Newly Created Directorships. Subject to the rights of the holders of any one or more series of Preferred Stock then outstanding and subject to the terms and conditions of the Stockholders Agreement (as long as such agreement is in effect)Agreement, newly created directorships resulting from any increase in the authorized number of Directors directors or any vacancies on in the Board resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled only solely by the affirmative vote of a majority of the remaining Directors directors then in office, even if though less than a quorum of the Board, or by a sole remaining director. Any Director director so chosen shall hold office until the next election of the class for which such Director director shall have been chosen and until his or her successor shall be duly elected and qualified or until such Director’s earlier death, disqualification, resignation or removalqualified. No decrease in the number of Directors directors shall shorten the term of any Director then in officeincumbent director.

Vacancies and Newly Created Directorships. Subject to the rights of the holders of any one or more series of Preferred Stock then outstanding and subject to the terms of the Stockholders Agreement (as long as such agreement is in effect), newly created directorships resulting from any increase in the authorized number of Directors or any vacancies on the Board resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled only by the affirmative vote of a majority of the remaining Directors then in office, even if less than a quorum of the Board, or, until the Substantial Ownership Requirement is no longer met, by the affirmative vote of the holders of a majority of the total voting power of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of Directors, voting together as a single class. Any Director so chosen shall hold office until the next election of the class for which such Director shall have been chosen and until his or her successor shall be duly elected and qualified or until such Director’s earlier death, disqualification, resignation or removal. No decrease in the number of Directors shall shorten the term of any Director then in office.

Vacancies and Newly Created Directorships. Subject to any limitations imposed by applicable law and the rights rights, if any, of the holders of any one or more series of Preferred Stock then outstanding and subject to the terms of the Stockholders Agreement (as long as such agreement is in effect)outstanding, newly created directorships resulting from any increase in the authorized number of Directors directors or any vacancies on the Board resulting from death, resignation, retirement, disqualification, removal from office or other cause shall, unless the Board determines by resolution that any such vacancies or newly created directorships shall be filled only by the stockholders and except as otherwise provided by the DGCL, be filled solely and exclusively, by the affirmative vote of a majority of the remaining Directors directors then in office, even if less than a quorum of the Board, and not by the stockholders. Any Director director so chosen shall hold office until the next election of the class for which such Director director shall have been chosen and until his or her successor shall be duly elected and qualified or until such Directordirector’s earlier death, disqualification, resignation or removal. No decrease in the number of Directors shall shorten the term of any Director then in office.

Vacancies and Newly Created Directorships. Subject to the rights of the holders of any one or more series of Preferred Stock then outstanding to elect directors and subject the rights granted pursuant to the terms of the Stockholders Agreement (as long as such agreement is in effect)Governance Agreement, any newly created directorships resulting directorship that results from any an increase in the authorized number of Directors directors or any vacancies vacancy on the Board resulting of Directors that results from the death, disability, resignation, retirement, disqualification, or removal of any director or from office or any other cause shall be filled only solely by the affirmative vote of a majority of the remaining Directors total number of directors then in office, even if less than a quorum quorum, or by a sole remaining director, and shall not be filled by the stockholders unless the Board of Directors determines by resolution that any such vacancy or newly created directorship shall be filled by the Boardstockholders. Any Director so chosen Subject to the rights granted pursuant to the Governance Agreement, any director elected to fill a newly created directorship or vacancy in accordance with the preceding sentence shall hold office until the next election annual meeting of the class for which such Director shall have been chosen stockholders and until his or her successor shall be is duly elected and qualified qualified, or until such Director’s his or her earlier death, resignation, disqualification, resignation or removal. No decrease in the number of Directors shall shorten the term of any Director then in office.