Common use of Vacancies and Removal Clause in Contracts

Vacancies and Removal. Each director shall serve until his or her successor is elected and qualified or until his or her earlier resignation or removal. The Series X Investors shall not remove a Series Y Director during his or her term of office, with or without cause, without the prior written approval of holders of at least a majority of the then outstanding shares of Series Y Preferred Stock. Any vacancy in the office of a Series Y Director may be filled only by a designated representative of the holders of at least a majority of the outstanding shares of Series Y Preferred Stock and in each case in accordance with the requirements of this Agreement for designation of the Series Y Director. The remaining Series X Directors shall appoint such designated representative who shall become the Series Y Director to the Board of Directors at the meeting of the Board of Directors next following such designation. Unless the Purchase Agreement is terminated pursuant to Section 1.5 thereof and the Company pays the Termination Amount in full, the Series X Investors shall not remove a Warrant Investor Director during his or her term of office, with or without cause, without the prior written approval of the Designating Warrant Investors beneficially owning a majority of the shares of Common Stock issued or issuable upon exercise of the Investor Warrants owned by such Designating Warrant Investors (or, if the Designating Warrant Investors beneficially own less than 26,315,790 shares of Common Stock issued or issuable upon exercise of the Investor Warrants, with the prior consent of the Designating Warrant Investors holding at least a majority of the aggregate principal amount owing under the Notes held by the Designating Warrant Investors). For so long as the Designating Warrant Investors are entitled to designate a Warrant Investor Director pursuant to Section 1.1(b)(iv), any vacancy in the office of a Warrant Investor Director may be filled only by a designated representative of the Designating Warrant Investors beneficially owning a majority of the shares of Common Stock issued or issuable upon exercise of the Investor Warrants owned by such Designating Warrant Investors (or, if the Designating Warrant Investors beneficially own less than 26,315,790 shares of Common Stock issued or issuable upon exercise of the Investor Warrants, the Designating Warrant Investors holding at least a majority of the aggregate principal amount owing under the Notes held by the Designating Warrant Investors) and in each case in accordance with the requirements of this Agreement for designation of the Warrant Investor Director. The remaining members of the Board of Directors shall appoint such designated representative who shall become a Warrant Investor Director to the Board of Directors at the meeting of the Board of Directors next following such designation. If the holders of the Series X Preferred Stock elect an Independent Director in accordance with Section 1.1(b)(i) hereof, the holders of the Series X Preferred Stock shall not remove such Independent Director during his or her term of office, with or without cause, without the stockholder approval required in Article VI, Part D, Paragraph 2 of the Charter. Any vacancy in the office of an Independent Director may be filled only by persons selected by either the Nominating Committee or a majority of the remaining Independent Directors then in office.

Vacancies and Removal. Each director nominated and appointed in accordance with Section 8(a) and (b) above shall serve until his or her successor is elected and qualified or until his or her earlier resignation or removal. The Series X Investors shall not remove a Series Y Each Management Director may be removed during his or her term of office, with or without cause, without only with the prior affirmative vote or written approval consent of holders of at least a majority of the then outstanding shares of Series Y Preferred Stock. Any G. Xxxx Xxxxxxxx, and any vacancy in the office of a Series Y Management Director may be filled only by a designated representative with the vote or written consent of G. Xxxx Xxxxxxxx and the holders approval of at least a majority of the outstanding shares Company’s Board of Series Y Preferred Stock and in each case in accordance with the requirements of this Agreement for designation of the Series Y DirectorDirectors. The remaining Series X Directors shall appoint such designated representative who shall become the Series Y Lyric Director to the Board of Directors at the meeting of the Board of Directors next following such designation. Unless the Purchase Agreement is terminated pursuant to Section 1.5 thereof and the Company pays the Termination Amount in full, the Series X Investors shall not remove a Warrant Investor Director may be removed during his or her term of office, with or without cause, without the prior written approval of the Designating Warrant Investors beneficially owning a majority of the shares of Common Stock issued or issuable upon exercise of the Investor Warrants owned by such Designating Warrant Investors (or, if the Designating Warrant Investors beneficially own less than 26,315,790 shares of Common Stock issued or issuable upon exercise of the Investor Warrants, only with the prior affirmative vote or written consent of the Designating Warrant Investors holding at least a majority of the aggregate principal amount owing under the Notes held by the Designating Warrant Investors). For so long as the Designating Warrant Investors are entitled to designate a Warrant Investor Director pursuant to Section 1.1(b)(iv)Lyric, and any vacancy in the office of a Warrant Investor Lyric Director may be filled only by a designated representative with the vote or written consent of Lyric and the Designating Warrant Investors beneficially owning approval of a majority of the shares Company’s Board of Common Stock issued or issuable upon exercise of the Investor Warrants owned by such Designating Warrant Investors (or, if the Designating Warrant Investors beneficially own less than 26,315,790 shares of Common Stock issued or issuable upon exercise of the Investor Warrants, the Designating Warrant Investors holding at least a majority of the aggregate principal amount owing under the Notes held by the Designating Warrant Investors) and in each case in accordance with the requirements of this Agreement for designation of the Warrant Investor DirectorDirectors. The remaining members of the Board of Directors shall appoint such designated representative who shall become a Warrant Investor Preferred Director to the Board of Directors at the meeting of the Board of Directors next following such designation. If the holders of the Series X Preferred Stock elect an Independent Director in accordance with Section 1.1(b)(i) hereof, the holders of the Series X Preferred Stock shall not remove such Independent Director may be removed during his or her term of office, with or without cause, without only with the stockholder approval required in Article VI, Part D, Paragraph 2 affirmative vote or written consent of the Charter. Any non-Lyric holders of a majority of the outstanding shares of Preferred Stock (excluding shares of Preferred Stock held by Lyric), voting together as a single class, and any vacancy in the office of an Independent a Preferred Director may be filled only by persons selected by either with the Nominating Committee vote or written consent of the non-Lyric holders of a majority of the remaining Independent Directors then outstanding shares of Preferred Stock (excluding shares of Preferred Stock held by Lyric), voting together as a single class, and the approval of a majority of the Company’s Board of Directors. The Joint Director may be removed during his or her term of office, with or without cause, only with the affirmative vote or written consent of the holders of a majority of the outstanding shares of Common Stock and a majority of the outstanding shares of Preferred Stock, voting together as a single class, and any vacancy in officethe office of the Joint Director may be filled only with the vote or written consent of the holders of a majority of the outstanding shares of the Common Stock and a majority of the outstanding shares of Preferred Stock, voting together as a class, and the approval of a majority of the Company’s Board of Directors.

Vacancies and Removal. Each director of the directors designated in Section 1.1 shall be elected at any annual or special meeting of stockholders (or by written consent in lieu of a meeting of stockholders) and shall serve until his or her successor is elected and qualified or until his or her earlier resignation or removal. The Each Series X Investors shall not remove a Series Y A Investor Director may be removed during his or her term of office, with or without cause, without by and only by the prior affirmative vote or written approval consent of the holders of at least a majority of the then outstanding shares shares, of Series Y A Preferred StockStock and capital stock issued on the exercise of the Warrants. Any vacancy in the office of a The Series Y B Investor Director may be filled removed during his term of office, without cause, by and only by a designated representative the affirmative vote or written consent of the holders of at least a majority of the outstanding shares of Series Y B Preferred Stock and capital stock issued upon the conversion of the Series B Preferred Stock. Each Common Director may be removed during his term or office, without cause, by and only by the affirmative vote or written consent of holders of a majority of the outstanding shares of Common Stock (other than shares issued on the exercise of the Warrants or the conversion of the Series B Preferred Stock). The CEO Director may be removed during his term of office, without cause, by and only by the affirmative vote or written consent of the holders of a majority of the outstanding shares of capital stock of the Company; provided that the parties hereto agree that they shall promptly, and shall only, so remove the CEO Director if and when he shall cease to be the chief executive officer of the Company. Any vacancy in each case the office of: (a) a Series A Investor Director may be filled by the vote or written consent of the holders of a majority of the outstanding shares of the Series A Preferred Stock (and capital stock issued on exercise of the Warrants); (b) the Series B Investor Director may be filled by the vote or written consent of the holders of a majority of the outstanding shares of the Series B Preferred Stock (and capital stock issued upon the conversion of the Series B Preferred Stock); (c) a Common Director may be filled by the vote or written consent of the holders of a majority of the outstanding shares of Common Stock (other than capital stock issued on exercise of the Warrants or the conversion of the Series B Preferred Stock); and (d) the CEO Director may be filled by such person as may be approved by the vote or written consent of holders of a majority of the outstanding shares of capital stock, and the parties hereto agree to vote their shares of capital stock to elect such person as is appointed by the Board of Directors to serve as the chief executive officer of the Company; all in accordance with the requirements certificate of this Agreement for designation incorporation and by-laws of the Series Y Director. The remaining Series X Directors shall appoint such designated representative who shall become the Series Y Director to the Board of Directors at the meeting of the Board of Directors next following such designation. Unless the Purchase Agreement is terminated pursuant to Section 1.5 thereof Company and the Company pays the Termination Amount in full, the Series X Investors shall not remove a Warrant Investor Director during his Delaware General Corporation Law. Pending any vote (or her term of office, with or without cause, without the prior written approval of the Designating Warrant Investors beneficially owning a majority of the shares of Common Stock issued or issuable upon exercise of the Investor Warrants owned by such Designating Warrant Investors (or, if the Designating Warrant Investors beneficially own less than 26,315,790 shares of Common Stock issued or issuable upon exercise of the Investor Warrants, with the prior consent of the Designating Warrant Investors holding at least a majority holders of the aggregate principal amount owing under the Notes held by the Designating Warrant Investors). For so long as the Designating Warrant Investors are entitled to designate a Warrant Investor Director pursuant to Section 1.1(b)(iv)capital stock provided for in this paragraph, any vacancy in the office of a Warrant Series A Investor Director may shall be filled only by a designated representative the vote of the Designating Warrant Investors beneficially owning a majority of the shares of Common Stock issued or issuable upon exercise of the remaining Series A Investor Warrants owned by such Designating Warrant Investors (orDirectors, if the Designating Warrant Investors beneficially own less than 26,315,790 shares of Common Stock issued or issuable upon exercise of the Investor Warrants, the Designating Warrant Investors holding at least a majority of the aggregate principal amount owing under the Notes held by the Designating Warrant Investors) and in each case in accordance with the requirements of this Agreement for designation of the Warrant Investor Director. The remaining members of the Board of Directors shall appoint such designated representative who shall become a Warrant Investor Director to the Board of Directors at the meeting of the Board of Directors next following such designation. If the holders of the Series X Preferred Stock elect an Independent Director in accordance with Section 1.1(b)(i) hereof, the holders of the Series X Preferred Stock shall not remove such Independent Director during his or her term of office, with or without cause, without the stockholder approval required in Article VI, Part D, Paragraph 2 of the Charter. Any any vacancy in the office of an Independent a Common Director may or the CEO Director shall be filled only by persons selected by either the Nominating Committee or vote of a majority of the remaining Independent Directors then in office(other than the Series A Investor Directors and the Series B Investor Director).