Common use of Election of Directors; Quorum Clause in Contracts

Election of Directors; Quorum. (a) During the Standstill Period, at every meeting (or action by written consent, if applicable) of the stockholders of the Company called, and at every postponement or adjournment thereof, each Investor Stockholder agrees to, and agrees to cause each Permitted Transferee to, in each case subject to the Company’s compliance with Section 2.1 in connection with such meeting (or action by written consent) and vote any and all shares of Common Stock Beneficially Owned by it or them (subject to the Maximum Voting Percentage), or to cause any such shares to be voted (in each case to the extent such Common Stock Beneficially Owned by it or them is eligible to so vote), at the election of each Investor Stockholder, in its sole discretion, in connection with any election or removal of Directors in (i) the manner recommended by the Board with respect to the election or removal of each Director, or (ii) the same proportion as the votes of all stockholders of the Company other than Elevation and its Affiliates present in person or by proxy at the meeting with respect to the election or removal of each Director. (b) During the Standstill Period, at every meeting (or action by written consent, if applicable) of the stockholders of the Company called, and at every postponement or adjournment thereof, each Investor Stockholder agrees to, and agrees to cause each Permitted Transferee to, cause any and all shares of Common Stock Beneficially Owned by it or them and entitled to be voted thereat to be present in person or represented by proxy at the meeting so that all such shares shall be counted as present for determining the presence of a quorum at such meeting.

Election of Directors; Quorum. (a) During the Standstill Period, at every meeting (or action by written consent, if applicable) of the stockholders of the Company Company, called, and at every postponement or adjournment thereof, each Investor Stockholder agrees to, and agrees to cause each Permitted Transferee to, in each case subject to the Company’s compliance with Section 2.1 in connection with such meeting (or action by written consent) and ), vote any and all shares of Common Stock Beneficially Owned by it or them (subject to the Maximum Voting Percentage)them, or to cause any such shares to be voted (in each case to the extent such Common Stock Beneficially Owned by it or them is eligible to so vote), at the election of each Investor Stockholder, in its sole discretion, in connection with any election or removal of Directors in (i) the manner recommended by the Board with respect to the election or removal of each Director, or (ii) the same proportion as the votes of all stockholders of the Company other than Elevation and its Affiliates present in person or by proxy at the meeting with respect to the election or removal of each Director. (b) During the Standstill Period, at every meeting (or action by written consent, if applicable) of the stockholders of the Company called, and at every postponement or adjournment thereof, each Investor Stockholder agrees to, and agrees to cause each Permitted Transferee to, cause any and all shares of Common Stock Beneficially Owned by it or them and entitled to be voted thereat to be present in person or represented by proxy at the meeting so that all such shares shall be counted as present for determining the presence of a quorum at such meeting.

Election of Directors; Quorum. (a) During the Standstill Period, at every meeting (or action by written consent, if applicable) of the stockholders of the Company Company, called, and at every postponement or adjournment thereof, each Investor Stockholder Purchaser agrees to, and agrees to cause each Person to whom such Purchaser has sold Purchased Shares constituting twenty-five percent (25%) or more of the amount acquired by such Purchaser at the Closing (a “Permitted Transferee Transferee”) to, in each case subject to the Company’s compliance with Section 2.1 in connection with such meeting (or action by written consent) and ), vote any and all of the Purchased Shares and shares of Common Stock Beneficially Owned beneficially owned by it or them (subject to the Maximum Voting Percentage)them, or to cause any such shares to be voted (in each case to the extent such Common Stock Beneficially Owned by it or them is shares are eligible to so vote), at the election of each Investor StockholderPurchaser, in its sole discretion, in connection with any election or removal of Directors directors in (i) the manner recommended by the Board with respect to the election or removal of each Director, or (ii) the same proportion as the votes of all stockholders of the Company Company, other than Elevation the Purchasers and its Affiliates their respective Affiliates, present in person or by proxy at the meeting with respect to the election or removal of each Directordirector. (b) During the Standstill Period, at every meeting (or action by written consent, if applicable) of the stockholders of the Company called, and at every postponement or adjournment thereof, each Investor Stockholder Purchaser agrees to, and agrees to cause each Permitted Transferee to, cause any and all of the Purchased Shares and shares of Common Stock Beneficially Owned beneficially owned by it or them and entitled to be voted thereat to be present in person or represented by proxy at the meeting so that all such shares shall be counted as present for determining the presence of a quorum at such meeting.