Common use of Election and Removal of Directors Clause in Contracts

Election and Removal of Directors. In the election of the directors --------------------------------- to be elected by the holders of the Preferred Stock (the "Series E Directors"), each holder of the Preferred Stock shall vote at any regular or special meeting of stockholders or execute a written consent at the request of Palo Alto Investors of such number of shares of voting securities then held by such holder (or as to which it then has voting power) as may be necessary to elect two (2) directors nominated by Palo Alto Investors. Each holder of Preferred Stock hereby irrevocably constitutes and appoints Palo Alto Investors as its true and lawful attorney-in-fact, in its name, place, and stead, to make, execute, acknowledge, and file written consents in connection with the election or removal of directors of the Company. It is expressly intended by each holder of the Preferred Stock that the power of attorney granted hereby is coupled with an interest, shall be irrevocable unless and until the covenants of this Section 8.1 terminate pursuant to the terms hereof, and shall survive and not be affected by the subsequent disability or incapacity of such holder of Preferred Stock (or if such holder of Preferred Stock is a corporation, partnership, trust, association, limited liability company or other legal entity, by the dissolution or termination thereof). In addition, each holder of the Preferred Stock hereby constitutes and appoints Palo Alto Investors, with full power of substitution, as the proxy of such holder and hereby authorizes it to represent and to vote, or to execute and deliver written consents or otherwise act with respect to, all of the Preferred Stock now owned or hereafter acquired by such holder on all matters in connection with the election and removal of directors of the Company, to the same extent and with the same effect as such holder might or could do under applicable law, rules and regulations. The proxy granted pursuant to the immediately preceding sentence is given in consideration of the agreements and covenants of the Company and shareholders of the Company pursuant to this Agreement and as such is coupled with an interest and shall be irrevocable unless and until the covenants of this Section terminate pursuant to the terms hereof. Each holder of Preferred Stock hereby revokes any and all previous proxies granted with respect to any of the Preferred Stock owned by such holder and shall not hereafter, unless and until this Agreement terminates, purport to grant any other proxy or power of attorney with respect to any of the Preferred Stock owned by such holder, deposit any of the Preferred Stock into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of the Preferred Stock owned by such holder. Each holder of Preferred Stock and Conversion Shares shall: (i) vote at any regular or special meeting of the stockholders for the removal of a Series E Director if, and only if, Palo Alto Investors designates that such director be removed; and (ii) execute a written consent for the removal of a Series E Director if, and only if, Palo Alto Investors designates that such director be removed. Except as provided in the preceding sentence, no holder of Preferred Stock or Conversion Shares shall vote for, or execute a written consent resulting in, the removal of a Series E Director.

Election and Removal of Directors. In On all matters relating to the election of the one or more directors --------------------------------- to be elected by the holders of the Preferred Stock (the "Series E Directors")Company, each holder of the Preferred Stock Key Shareholder and the Investor shall vote at any regular or special meeting meetings of stockholders or execute a shareholders and give written consent at the request of Palo Alto Investors of with respect to, such number of shares of voting securities Shares then held owned by such holder them (or as to which it they then has have voting power) as may be necessary to elect two the following individuals to the Board: (2a) at each election of directors nominated by Palo Alto Investors. Each holder in which the holders of any series of Preferred Stock hereby irrevocably constitutes and appoints Palo Alto Investors as its true and lawful attorney-in-fact, in its name, place, and stead, to make, execute, acknowledge, and file written consents in connection with the election or removal of directors of the Company. It is expressly intended by each holder of the Company (“Preferred Stock that the power of attorney granted hereby is coupled with an interestStock”), shall be irrevocable unless and until the covenants of this Section 8.1 terminate pursuant voting as a separate class, are entitled to the terms hereof, and shall survive and not be affected by the subsequent disability or incapacity of such holder of Preferred Stock (or if such holder of Preferred Stock is a corporation, partnership, trust, association, limited liability company or other legal entity, by the dissolution or termination thereof). In addition, each holder of the Preferred Stock hereby constitutes and appoints Palo Alto Investors, with full power of substitution, as the proxy of such holder and hereby authorizes it to represent and to vote, or to execute and deliver written consents or otherwise act with respect to, all of the Preferred Stock now owned or hereafter acquired by such holder on all matters in connection with the election and removal of elect directors of the Company, for so long as the Investor continues to hold shares of Common Stock of the Company entitling the Investor to ten percent (10%) or more of the voting rights with respect to the same extent Company, the Key Shareholder shall vote all of its Shares comprised of Preferred Stock so as to elect one (1) individual designated by the Investor, subject only to approval of the designated individual by the AIM market of the London Stock Exchange plc (“AIM”); (b) at each election of directors in which the holders of Common Stock, voting as a separate class, are entitled to elect directors of the Company, for so long as the Investor continues to hold shares of Common Stock of the Company entitling the Investor to ten percent (10%) or more of the voting rights with respect to the Company, the Key Shareholder shall vote all of its Shares comprised of Common Stock so as to elect one (1) individual designated by the Investor, subject only to approval of the designated individual by AIM; (c) at each election of directors in which the holders of Common Stock, voting as a separate class, are entitled to elect directors of the Company, for so long as a Key Shareholder continues to hold shares of Common Stock and/or Preferred Stock of the Company entitling such Key Shareholder to ten percent (10%) or more of the voting rights with respect to the Company, the Investor shall vote all of its Shares comprised of Common Stock so as to elect one (1) individual designated by such Key Shareholder, subject only to approval of the designated individual by AIM; (d) at each election of directors in which the holders of Common Stock and holders of Preferred Stock, voting together as a single class on an as-converted basis, are entitled to elect directors of the Company, for so long as the Investor continues to hold shares of Common Stock of the Company entitling the Investor to ten percent (10%) or more of the voting rights with respect to the same effect Company, the Key Shareholder shall vote all of its Shares so as to elect one (1) individual designated by the Investor, subject only to approval of the designated individual by AIM; and (e) at each election of directors in which the holders of Common Stock and holders of Preferred Stock, voting together as a single class on an as-converted basis, are entitled to elect directors of the Company, for so long as a Key Shareholder continues to hold shares of Common Stock and/or Preferred Stock of the Company entitling such holder might Key Shareholder to ten percent (10%) or could do under applicable lawmore of the voting rights with respect to the Company, rules and regulationsthe Investor shall vote all of its Shares comprised of Common Stock so as to elect one (1) individual designated by such Key Shareholder, subject only to approval of the designated individual by AIM. The proxy granted For purposes of this Agreement, any individual, entity, or group or class of individuals and/or entities who has or have the right to designate a director for election to the Company’s Board of Directors pursuant to the immediately preceding sentence provisions of this Section 4 is given in consideration hereinafter referred to as a “Designator” or as “Designators” or, when referring to one or more Designators, “Designator(s)” as applicable, and any such designee shall hereinafter be referred to as a “Designee.” The Key Shareholder and the Investor both separately agree that they will each not exercise their voting rights with respect to any Shares held by them, and that they each shall use best efforts to ensure that any of their respective Related Parties will not exercise any of the agreements and covenants voting rights of such Related Parties with respect to the Shares held by them, for the purposes of (i) calling any meeting of the Company and shareholders of the Company pursuant at which the removal of any Designee of the Key Shareholder or the Investor as a member of the Board of Directors of the Company is to this Agreement and be voted upon, without the prior written consent of the Party whose Designee is the subject of removal from the Board of Directors, (ii) voting in favor of the removal of any Designee of the Key Shareholder or the Investor as such a member of the Board of Directors of the Company at any meeting of the Shareholders of the Company at which the removal of any Designee of the Key Shareholder or the Investor as a member of the Board of Directors of the Company is coupled with an interest and shall to be irrevocable unless and until voted upon, without the covenants prior written consent of the Party whose Designee is the subject of removal from the Board of Directors, or (iii) otherwise approving any written consent of the shareholders of the Company seeking to remove any Designee of the Key Shareholder or the Investor as a member of the Board of Directors of the Company, without the prior written consent of the Party whose Designee is the subject of removal from the Board of Directors. The Parties further agree that within three (3) business days of the date of this Section terminate pursuant to Agreement, the terms hereof. Each holder of Preferred Stock hereby revokes Company and the Key Shareholder shall take any and all previous proxies granted with respect necessary actions to any elect Gxxxx Xxxxx as the Investor’s initial Designee on the Company’s Board of the Preferred Stock owned by such holder and shall not hereafter, unless and until this Agreement terminates, purport to grant any other proxy or power of attorney with respect to any of the Preferred Stock owned by such holder, deposit any of the Preferred Stock into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of the Preferred Stock owned by such holder. Each holder of Preferred Stock and Conversion Shares shall: (i) vote at any regular or special meeting of the stockholders for the removal of a Series E Director if, and only if, Palo Alto Investors designates that such director be removed; and (ii) execute a written consent for the removal of a Series E Director if, and only if, Palo Alto Investors designates that such director be removed. Except as provided in the preceding sentence, no holder of Preferred Stock or Conversion Shares shall vote for, or execute a written consent resulting in, the removal of a Series E DirectorDirectors.

Election and Removal of Directors. In (a) Upon the death, resignation, removal or incapacity of any director nominated as of right hereunder to the Board of Directors of any of the Company or the Group Companies by any party hereto, such party shall be entitled to nominate such director's replacement to the applicable Board of Directors. Upon the death, resignation, removal or incapacity of any director nominated as of right hereunder to the Board of Directors of any of the Company or the Group Companies by a Holder Majority, a Holder Majority shall be entitled to nominate such director's replacement to the applicable Board of Directors. Any director nominated as of right hereunder by any party hereto to the Board of Directors of any of the Company or the Group Companies shall be removed from office upon motion by such party. Any director nominated as of right hereunder by a Holder Majority to the Board of Directors of any of the Company or the Group Companies shall be removed from office upon motion by a Holder Majority. Except as provided in paragraph (c) below, (i) no director appointed by any party as of right hereunder shall be removed from the Board of Directors of any of the Company or the Group Companies unless the appointing party consents to the removal and (ii) no director appointed by a Holder Majority as of right hereunder shall be removed from the Board of Directors of any of the Company or the Group Companies unless a Holder Majority consents to the removal. (b) Each party agrees to vote all Equity Securities owned by it in favor of the election of the directors --------------------------------- to be elected by the holders of the Preferred Stock (the "Series E Directors"), each holder of the Preferred Stock shall vote at any regular or special meeting of stockholders or execute a written consent at the request of Palo Alto Investors of such number of shares of voting securities then held by such holder (or as to which it then has voting power) as may be necessary to elect two (2) directors director nominated by Palo Alto Investors. Each holder of Preferred Stock hereby irrevocably constitutes and appoints Palo Alto Investors as its true and lawful attorney-in-fact, in its name, place, and stead, to make, execute, acknowledge, and file written consents in connection with the election or removal of directors of the Company. It is expressly intended by each holder of the Preferred Stock that the power of attorney granted hereby is coupled with an interest, shall be irrevocable unless and until the covenants of this Section 8.1 terminate pursuant to the terms hereof, and shall survive and not be affected by the subsequent disability or incapacity Board of such holder of Preferred Stock (or if such holder of Preferred Stock is a corporation, partnership, trust, association, limited liability company or other legal entity, by the dissolution or termination thereof). In addition, each holder of the Preferred Stock hereby constitutes and appoints Palo Alto Investors, with full power of substitution, as the proxy of such holder and hereby authorizes it to represent and to vote, or to execute and deliver written consents or otherwise act with respect to, all of the Preferred Stock now owned or hereafter acquired by such holder on all matters in connection with the election and removal of directors of the Company, to the same extent and with the same effect as such holder might or could do under applicable law, rules and regulations. The proxy granted pursuant to the immediately preceding sentence is given in consideration of the agreements and covenants of the Company and shareholders Directors of the Company pursuant to this Agreement Section 2. The Company agrees to take such action, and each other party hereto agrees to procure the Company to take such action, as such is coupled with an interest and shall be irrevocable unless and until necessary to cause the covenants election of any director nominated to the Board of Directors of any Group Company pursuant to this Section terminate pursuant 2. Upon a motion to remove any director from the terms hereof. Each holder Board of Preferred Stock hereby revokes any and all previous proxies granted with respect to any Directors of the Preferred Stock Company in accordance with this Section 2, each party agrees to vote all Equity Securities owned by thereby to effect removal of such holder and shall not hereafter, unless and until this Agreement terminates, purport to grant any other proxy or power director from the Board of attorney with respect to any Directors of the Preferred Stock owned Company. Upon a motion to remove any director from the Board of Directors of any Group Company in accordance with this Section 2, the Company agrees to take such action, and each other party hereto agrees to procure the Company to take such action, as is necessary to cause the removal of such director from the applicable Board of Directors. (c) Any director nominated by such holder, deposit any a party hereto as of right hereunder to a position on the Preferred Stock into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting Board of Directors of any of the Preferred Stock owned Company or the Group Companies, following such time as the party shall cease to hold the right hereunder to nominate individuals to occupy such position, shall be promptly removed therefrom as if a motion had been duly made for such removal under this Section 2. Any director nominated by a Holder Majority as of right hereunder to a position on the Board of Directors of any of the Company or the Group Companies, following such holder. Each holder of Preferred Stock and Conversion Shares shall: time as a Holder Majority shall cease to hold the right hereunder to nominate individuals to occupy such position, shall be promptly removed therefrom as if a motion had been duly made for such removal under this Section 2. (d) For so long as Section 2.2(a)(3) shall continue to apply, (i) vote at any regular or special meeting the acting Chief Executive Officer of the stockholders for Company shall continue to serve on the removal Board of a Series E Director if, Directors of each of the Company and only if, Palo Alto Investors designates that the Group Companies and shall not be removed from such director be removed; position and (ii) execute a written consent for upon the death, resignation, removal or incapacity of a Series E Director ifthe Chief Executive Officer of the Company, each party agrees to vote all Equity Securities owned by it, and only ifthe Company agrees to take such action as is necessary, Palo Alto Investors designates such that such director the succeeding Chief Executive Officer shall be removed. Except as provided elected to the Board of Directors of each of the Company and the Group Companies in place of the preceding sentence, no holder of Preferred Stock or Conversion Shares shall vote for, or execute a written consent resulting in, the removal of a Series E Directordeparting Chief Executive Officer.

Election and Removal of Directors. In On all matters relating to the election of the one or more directors --------------------------------- to be elected by the holders of the Preferred Stock (the "Series E Directors")Company, each holder of the Preferred Stock Key Shareholder and the Investor shall vote at any regular or special meeting meetings of stockholders or execute a shareholders and give written consent at the request of Palo Alto Investors of with respect to, such number of shares of voting securities Shares then held owned by such holder them (or as to which it they then has have voting power) as may be necessary to elect two the following individuals to the Board: (2a) at each election of directors nominated by Palo Alto Investors. Each holder in which the holders of any series of Preferred Stock hereby irrevocably constitutes and appoints Palo Alto Investors as its true and lawful attorney-in-fact, in its name, place, and stead, to make, execute, acknowledge, and file written consents in connection with the election or removal of directors of the Company. It is expressly intended by each holder of the Company (“Preferred Stock that the power of attorney granted hereby is coupled with an interestStock”), shall be irrevocable unless and until the covenants of this Section 8.1 terminate pursuant voting as a separate class, are entitled to the terms hereof, and shall survive and not be affected by the subsequent disability or incapacity of such holder of Preferred Stock (or if such holder of Preferred Stock is a corporation, partnership, trust, association, limited liability company or other legal entity, by the dissolution or termination thereof). In addition, each holder of the Preferred Stock hereby constitutes and appoints Palo Alto Investors, with full power of substitution, as the proxy of such holder and hereby authorizes it to represent and to vote, or to execute and deliver written consents or otherwise act with respect to, all of the Preferred Stock now owned or hereafter acquired by such holder on all matters in connection with the election and removal of elect directors of the Company, for so long as the Investor continues to hold shares of Common Stock of the Company entitling the Investor to ten percent (10%) or more of the voting rights with respect to the same extent Company, the Key Shareholder shall vote all of its Shares comprised of Preferred Stock so as to elect one (1) individual designated by the Investor, subject only to approval of the designated individual by the AIM market of the London Stock Exchange plc (“AIM”); (b) at each election of directors in which the holders of Common Stock, voting as a separate class, are entitled to elect directors of the Company, for so long as the Investor continues to hold shares of Common Stock of the Company entitling the Investor to ten percent (10%) or more of the voting rights with respect to the Company, the Key Shareholder shall vote all of its Shares comprised of Common Stock so as to elect one (1) individual designated by the Investor, subject only to approval of the designated individual by AIM; (c) at each election of directors in which the holders of Common Stock, voting as a separate class, are entitled to elect directors of the Company, for so long as a Key Shareholder continues to hold shares of Common Stock and/or Preferred Stock of the Company entitling such Key Shareholder to ten percent (10%) or more of the voting rights with respect to the Company, the Investor shall vote all of its Shares comprised of Common Stock so as to elect one (1) individual designated by such Key Shareholder, subject only to approval of the designated individual by AIM; (d) at each election of directors in which the holders of Common Stock and holders of Preferred Stock, voting together as a single class on an as-converted basis, are entitled to elect directors of the Company, for so long as the Investor continues to hold shares of Common Stock of the Company entitling the Investor to ten percent (10%) or more of the voting rights with respect to the same effect Company, the Key Shareholder shall vote all of its Shares so as to elect one (1) individual designated by the Investor, subject only to approval of the designated individual by AIM; and (e) at each election of directors in which the holders of Common Stock and holders of Preferred Stock, voting together as a single class on an as-converted basis, are entitled to elect directors of the Company, for so long as a Key Shareholder continues to hold shares of Common Stock and/or Preferred Stock of the Company entitling such holder might Key Shareholder to ten percent (10%) or could do under applicable lawmore of the voting rights with respect to the Company, rules and regulationsthe Investor shall vote all of its Shares comprised of Common Stock so as to elect one (1) individual designated by such Key Shareholder, subject only to approval of the designated individual by AIM. The proxy granted For purposes of this Agreement, any individual, entity, or group or class of individuals and/or entities who has or have the right to designate a director for election to the Company’s Board of Directors pursuant to the immediately preceding sentence provisions of this Section 4 is given in consideration hereinafter referred to as a “Designator” or as “Designators” or, when referring to one or more Designators, “Designator(s)” as applicable, and any such designee shall hereinafter be referred to as a “Designee.” The Key Shareholder and the Investor both separately agree that they will each not exercise their voting rights with respect to any Shares held by them, and that they each shall use best efforts to ensure that any of their respective Related Parties will not exercise any of the agreements and covenants voting rights of such Related Parties with respect to the Shares held by them, for the purposes of (i) calling any meeting of the Company and shareholders of the Company pursuant at which the removal of any Designee of the Key Shareholder or the Investor as a member of the Board of Directors of the Company is to this Agreement and be voted upon, without the prior written consent of the Party whose Designee is the subject of removal from the Board of Directors, (ii) voting in favor of the removal of any Designee of the Key Shareholder or the Investor as such a member of the Board of Directors of the Company at any meeting of the Shareholders of the Company at which the removal of any Designee of the Key Shareholder or the Investor as a member of the Board of Directors of the Company is coupled with an interest and shall to be irrevocable unless and until voted upon, without the covenants prior written consent of the Party whose Designee is the subject of removal from the Board of Directors, or (iii) otherwise approving any written consent of the shareholders of the Company seeking to remove any Designee of the Key Shareholder or the Investor as a member of the Board of Directors of the Company, without the prior written consent of the Party whose Designee is the subject of removal from the Board of Directors. The Parties further agree that within three (3) business days of the date of this Section terminate pursuant to Agreement, the terms hereof. Each holder of Preferred Stock hereby revokes Company and the Key Shareholder shall take any and all previous proxies granted with respect necessary actions to any elect Xxxxx Xxxxx as the Investor’s initial Designee on the Company’s Board of the Preferred Stock owned by such holder and shall not hereafter, unless and until this Agreement terminates, purport to grant any other proxy or power of attorney with respect to any of the Preferred Stock owned by such holder, deposit any of the Preferred Stock into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of the Preferred Stock owned by such holder. Each holder of Preferred Stock and Conversion Shares shall: (i) vote at any regular or special meeting of the stockholders for the removal of a Series E Director if, and only if, Palo Alto Investors designates that such director be removed; and (ii) execute a written consent for the removal of a Series E Director if, and only if, Palo Alto Investors designates that such director be removed. Except as provided in the preceding sentence, no holder of Preferred Stock or Conversion Shares shall vote for, or execute a written consent resulting in, the removal of a Series E DirectorDirectors.