Common use of Replacement Directors Clause in Contracts

Replacement Directors. In the event that any Warburg Pincus Director, Xxxxx Xxxxxx, the Chief Executive Officer of the Company or Independent Director designated in the manner set forth in Section 2(a) hereof is unable to serve, or once having commenced to serve, is removed or withdraws from the Board (a "Withdrawing Director"), such Withdrawing Director's replacement (the "Substitute Director") will be designated by (w) Warburg Pincus in the case of any Warburg Pincus Directors, (x) the Chief Executive Officer in the case of Xxxxx Xxxxxx or any of his successors, (y) Warburg Pincus in the case of the Chief Executive Officer of the Company, and (z) mutually by Warburg Pincus and the Chief Executive Officer in the case of an Independent Director. The Investors and the Company agree to take all action within their respective power, including but not limited to, the voting of capital stock of the Company Owned by them, (i) to cause the election of such Substitute Director promptly following his or her nomination pursuant to this Section 2(b), (ii) upon the written request of Warburg Pincus, to remove, with or without cause, the Warburg Pincus Director, (iii) upon the written request of the Chief Executive Officer, to remove, with or without cause, Xxxxx Xxxxxx or any of his successors, (iv) upon the written request of Warburg Pincus, to remove, with or without cause, the Chief Executive Officer of the Company and (v) upon the written request of Warburg Pincus and the Chief Executive Officer, to remove, with or without cause, the Independent Director. Notwithstanding the foregoing, in the event Xxxxx Xxxxxx is no longer employed by the Company, the Investors and the Company shall take all action within their respective power, including but not limited to, the voting of all shares of capital stock of the Company Owned by them, to remove Xxxxx Xxxxxx from the Board and replace him pursuant to this Section 2(b)."

Replacement Directors. In the event that any Warburg Pincus Director, Xxxxx Xxxxxx, the Chief Executive Officer of the Company or Independent Director designated in the manner set forth in Section 2(a) hereof is unable to serve, or once having commenced to serve, is removed or withdraws from the Board (a "Withdrawing Director"), such Withdrawing Director's replacement (the "Substitute Director") will be designated by (w) Warburg Pincus in the case of any Warburg Pincus Directors, (x) the Chief Executive Officer Management Investors in the case of Xxxxx Xxxxxx or any of his successors, (y) Warburg Pincus in the case of the Chief Executive Officer of the Company, and (z) or mutually by Warburg Pincus and the Chief Executive Officer Management Investors in the case of an Independent Director. The Investors and the Company agree to take all action within their respective power, including but not limited to, the voting of capital stock of the Company Owned by them, (i) to cause the election of such Substitute Director promptly following his or her nomination pursuant to this Section 2(b), (ii) upon the written request of Warburg Pincus, to remove, with or without cause, the Warburg Pincus Director, (iii) upon the written request of the Chief Executive OfficerManagement Investors, to remove, with or without cause, a Substitute Director designated by the Management Investors or (iv) upon the written request of Warburg Pincus and the Management Investors, to remove, with or without cause, Xxxxx Xxxxxx or any of his successors, (iv) upon the written request of Warburg Pincus, to remove, with or without causeXxxxxx, the Chief Executive Officer of the Company and (v) upon the written request of Warburg Pincus and the Chief Executive Officer, to remove, with or without cause, the Independent Director. Notwithstanding the foregoing, in the event Xxxxx Xxxxxx is no longer employed by the Company, the Investors and the Company shall take all action within their respective power, including but not limited to, the voting of all shares of capital stock of the Company Owned by them, to remove Xxxxx Xxxxxx from the Board and replace him pursuant to this Section 2(b)."