Common use of Obligation to Vote Clause in Contracts

Obligation to Vote. For as long as the OEP Stockholders have a right to designate any members of the Board of Directors pursuant to Section 2.1(a): (i) The Company shall take all Necessary Actions within its control to cause the individuals designated in accordance with Section 2.1(a) to be nominated for election to the Board of Directors, shall solicit proxies in favor thereof, and at each meeting of the stockholders of the Company at which Directors are to be elected, shall recommend that the stockholders of the Company elect to the Board of Directors each such individual nominated for election at such meeting. (ii) Each OEP Stockholder shall take all Necessary Actions within its control to vote either (a) all shares affirmatively in favor of the election of each Person nominated to serve as a Director by the Board of Directors (including those designated in accordance with Section 2.1(a)), or (b) in the same proportion as the Shares not Beneficially Owned by OEP Stockholders are voted affirmatively in favor of, or to withhold authority with respect to the election of, each Person nominated to serve as a Director by the Board (including those designated in accordance with Section 2.1(a)). (iii) The Company and each OEP Stockholder shall take all Necessary Actions within its control to (A) effect or cause any removal required pursuant to Section 2.1(f), subject, in the case of a removal pursuant to clause (A) or (D) of Section 2.1(f)(i), to the prior direction or approval of the Nominating and Corporate Governance Committee, and (B) cause an appropriate successor to be elected or appointed to fill such vacancy pursuant to Section 2.1(a)(ii).

Obligation to Vote. For as long as the OEP Stockholders GHP or CB have a right to designate any members of the Company’s Board of Directors pursuant to Section 2.1(a):the Purchase Agreement, each of Xxxxx Xxxx and Xxxxxx Xxxxxx (together the “Founder Stockholders”), GHP and CB, individually and not jointly, agrees with the Company (and only with the Company), and the Company agrees with each of the Founder Stockholders, GHP and CB, individually and not jointly, that: (ia) The the Company shall take all Necessary Actions necessary actions within its control to cause the individuals designated for election to the Company’s Board of Directors by each of GHP and CB in accordance with Section 2.1(a6.6 of the Purchase Agreement (each a “Company Designee”) to be nominated for election to the Board of Directors, shall solicit proxies or written consents in favor thereofthereof (but only to the extent that stockholders of the Company have not previously acted by written consent to elect the Company Designees in lieu of a meeting), and at each meeting in connection with any such solicitation of the stockholders of the Company at which Directors are to be elected, shall recommend that the stockholders of the Company elect to the Board of Directors each such individual nominated for election Company Designee at such meeting.; (iib) Each OEP Stockholder each of the Founder Stockholders, GHP and CB, shall take all Necessary Actions necessary actions within his or its control to vote either (ain person, by proxy or by action by written consent, as applicable) all of the shares affirmatively of voting capital stock of the Company that he or it or his or its affiliates own, of record or beneficially, in favor of the election of each Person nominated Company Designee; and (c) each of the Founder Stockholders shall not vote to serve as remove a Director by Company Designee from the Board of Directors unless (including those designated i) with respect to the GHP Board Designee, GHP shall have requested that the Company effect the removal of the GHP Board Designee, or, with respect to the CB Board Designee, CB shall have requested that the Company effect the removal of the CB Board Designee, or (ii) GHP or CB, as applicable, is no longer entitled to designate a Board Designee in accordance with Section 2.1(a)), or (b) in the same proportion as the Shares not Beneficially Owned by OEP Stockholders are voted affirmatively in favor of, or to withhold authority with respect to the election of, each Person nominated to serve as a Director by the Board (including those designated in accordance with Section 2.1(a)). (iii) The Company and each OEP Stockholder shall take all Necessary Actions within its control to (A) effect or cause any removal required pursuant to Section 2.1(f), subject, in the case of a removal pursuant to clause (A) or (D) of Section 2.1(f)(i), to the prior direction or approval 6.6 of the Nominating and Corporate Governance Committee, and (B) cause an appropriate successor to be elected or appointed to fill such vacancy pursuant to Section 2.1(a)(ii)Purchase Agreement.

Obligation to Vote. For as long as the OEP Stockholders or the Swarth Stockholder have a right to designate any members of the Board of Directors pursuant to Section 2.1(a‎Section 2.01(a): (i) The Company shall take all Necessary Actions within its control to cause the individuals designated in accordance with Section 2.1(a‎Section 2.01(a) to be nominated for election to the Board of Directors, shall solicit proxies in favor thereof, and at each meeting of the stockholders of the Company at which Directors are to be elected, shall recommend that the stockholders of the Company elect to the Board of Directors each such individual nominated for election at such meeting. (ii) Each OEP Stockholder shall take all Necessary Actions within its control to vote either (a) all shares Shares affirmatively in favor of the election of each Swarth Designee and (b) with respect to each Person nominated to serve as a Director by the Board of Directors Nominating and Corporate Governance Committee (including those designated in accordance with Section 2.1(a)other than an Investor Designee), either (i) all Shares affirmatively in favor of the election of such Person or (bii) in the same proportion as the Shares not Beneficially Owned by the OEP Stockholders are voted affirmatively in favor of, or to withhold authority with respect to the election of, such Person. (iii) The Swarth Stockholder shall take all Necessary Actions within its control to vote (a) all Shares affirmatively in favor of the election of each OEP Designee and (b) with respect to each Person nominated to serve as a Director by the Board Nominating and Corporate Governance Committee (including those designated other than an Investor Designee), either (i) all Shares affirmatively in accordance favor of the election of such Person or (ii) in the same proportion as the Shares not Beneficially Owned by the Swarth Stockholder are voted affirmatively in favor of, or to withhold authority with Section 2.1(a))respect to the election of, such Person. (iiiiv) The Company and Company, each OEP Stockholder and the Swarth Stockholder shall take all Necessary Actions within its control to (Aa) effect or cause any removal required pursuant to Section 2.1(f‎Section 2.01(f), subject, in the case of a removal pursuant to clause (Aa) or (De) of Section 2.1(f)(i‎Section 2.01(f)(i), to the prior direction or approval of the Nominating and Corporate Governance Committee, and (Bb) cause an appropriate successor Director to be elected or appointed to fill such vacancy pursuant to Section 2.1(a)(ii‎Section 2.01(a)(ii) or ‎(a)(iii), as applicable.