Common use of Voting Agreements Clause in Contracts

Voting Agreements. (i) With respect to each election of Directors, each holder of voting securities of the Company shall vote at each meeting of Shareholders, or in lieu of any such meeting shall give such holder’s written consent with respect to, as the case may be, all of such holder’s voting securities of the Company as may be necessary (i) to keep the authorized size of the Board at nine (9) Directors, (ii) to cause the appointment or re-appointment as members of the Board, and during such period to continue in office, each of the individuals designated pursuant to Section 14.1, and (iii) against any nominees not designated pursuant to Section 14.1. (ii) Any Director designated pursuant to Section 14.1 may be removed from the Board, either for or without cause, only upon the vote or written consent of the Person or group of Persons then entitled to designate such Director pursuant to Section 14.1, and the Parties agree not to seek, vote for or otherwise effect the removal of any such Director without such vote or written consent. Any Person or group of Persons then entitled to designate any individual to be elected as a Director shall have the exclusive right at any time or from time to time to remove any such Director occupying such position and to fill any vacancy caused by the death, disability, retirement, resignation or removal of any Director occupying such position or any other vacancy therein, and each other Party agrees to cooperate with such Person or group of Persons in connection with the exercise of such right. Each holder of voting securities of the Company agrees to always vote such holder’s respective voting securities of the Company at a meeting of the Shareholders (and given written consents in lieu thereof) in support of the foregoing.

Voting Agreements. (i) With respect to each election of Directorsdirectors of the Board, each holder of voting securities of the Company shall vote at each meeting of Shareholdersshareholders of the Company, or in lieu of any such meeting shall give such holder’s written consent with respect to, as the case may be, all of such holder’s voting securities of the Company as may be necessary (i) to keep the authorized size of the Board at nine (9) Directorsone director, (ii) to cause the appointment election or re-appointment election as members of the Board, and during such period to continue in office, each of the individuals designated pursuant to Section 14.112.1, and (iii) against any nominees not designated pursuant to Section 14.112.1. (ii) Any Director designated pursuant to Section 14.1 12.1 may be removed from the Board, either for or without cause, only upon the vote or written consent request of the Person or group of Persons then entitled to designate such Director pursuant to Section 14.112.1 or by the Company at any time when the Person or group of Persons no longer are entitled to designate such Director pursuant to Section 12.1, and the Parties agree not to seek, vote for or otherwise effect the removal of any such Director without such vote or written consent. Any Person or group of Persons then entitled to designate any individual to be elected as a Director on the Board shall have the exclusive right at any time or from time to time to remove any such Director occupying such position and to fill any vacancy caused by the death, disability, retirement, resignation or removal of any Director occupying such position or any other vacancy therein, and each other Party agrees to cooperate with such Person or group of Persons in connection with the exercise of such right. Each holder of voting securities of the Company agrees to always vote such holder’s respective voting securities of the Company at a meeting of the Shareholders members of the Company (and given written consents in lieu thereof) in support of the foregoing.

Voting Agreements. (ia) With respect to each election of Directorsdirectors of the Board, each holder of voting securities of the Company shall vote at each meeting of Shareholdersshareholders of the Company, or in lieu of any such meeting shall give such holder’s written consent with respect to, as the case may be, all of such holder’s voting securities of the Company as may be necessary (i) to keep the authorized size of the Board at nine pursuant to Sections 9.1(a) and (9) Directorsb), (ii) to cause the appointment election or re-appointment election as members of the Board, and during such period to continue in office, each of the individuals designated pursuant to Section 14.1Sections 9.1(a), (b) and (c), and (iii) against any nominees not designated pursuant to Section 14.1Sections 9.1(a) and (b). (iib) Any Director designated pursuant to Section 14.1 Sections 9.1(a) and (b) may be removed from the Board, either for or without cause, only upon the vote or written consent of the Person or group of Persons then entitled to designate such Director pursuant to Section 14.1Sections 9.1(a) and (b), and the Parties agree not to seek, vote for or otherwise effect the removal of any such Director without such vote or written consent. Any Person or group of Persons then entitled to designate any individual to be elected as a Director on the Board shall have the exclusive right at any time or from time to time to remove any such Director occupying such position and to fill any vacancy caused by the death, disability, retirement, resignation or removal of any Director occupying such position or any other vacancy therein, and each other Party agrees to cooperate with such Person or group of Persons in connection with the exercise of such right. Each holder of voting securities of the Company agrees to always vote such holder’s respective voting securities of the Company at a meeting of the Shareholders members of the Company (and given written consents in lieu thereof) in support of the foregoing. (c) The Company agrees to take such action, and each other Party hereto agrees to take such action, as is necessary to cause the election or appointment to each Subsidiary Board of each director designated to serve on the Board pursuant to Section 9.1.

Voting Agreements. (ia) With respect to each election of DirectorsDirectors of the Board, each holder of voting securities of the Company shall vote at each meeting of Shareholdersshareholders of the Company, or in lieu of any such meeting shall give such holder’s written consent with respect to, as the case may be, all of such holder’s voting securities of the Company as may be necessary (i) to keep the authorized size of the Board at nine no more than six (96) Directors, (ii) to cause the appointment election or re-appointment election as members of the Board, and during such period to continue in office, each of the individuals designated pursuant to Section 14.111.1, and (iii) against any nominees not designated pursuant to Section 14.111.1. (iib) Any Director designated pursuant to Section 14.1 11.1 may be removed from the Board, either for or without cause, only upon the vote or written consent of the Person or group of Persons then entitled to designate such Director pursuant to Section 14.111.1, and the Parties agree not to seek, vote for or otherwise effect the removal of any such Director without such vote or written consent. Any Person or group of Persons then entitled to designate any individual to be elected as a Director on the Board shall have the exclusive right at any time or from time to time to remove any such Director occupying such position and to fill any vacancy caused by the death, disability, incapacity (such as being convicted of, or pleading guilty or nolo contendere to, any felony or crime of moral turpitude), retirement, resignation or removal of any Director occupying such position or any other vacancy therein, and each other Party agrees to cooperate with such Person or group of Persons in connection with the exercise of such right. Each holder of voting securities of the Company agrees to always vote such holder’s respective voting securities of the Company at a meeting of the Shareholders of the Company (and given written consents in lieu thereof) in support of the foregoing.

Voting Agreements. (ia) With respect to each election of Directorsdirectors of the Board, each holder of voting securities of the Company shall vote at each meeting of Shareholdersshareholders of the Company, or in lieu of any such meeting shall give such holder’s written consent with respect to, as the case may be, all of such holder’s voting securities of the Company as may be necessary (i) to keep the authorized size of the Board at nine seven (97) Directorsdirectors, (ii) to cause the appointment election or re-appointment election as members of the Board, and during such period to continue in office, each of the individuals designated pursuant to Section 14.117.1, and (iii) against any nominees not designated pursuant to Section 14.117.1. (iib) Any Director designated pursuant to Section 14.1 17.1 may be removed from the Board, either for or without cause, only upon the vote or written consent of the Person or group of Persons then entitled to designate such Director pursuant to Section 14.117.1, and the Parties agree not to seek, vote for or otherwise effect the removal of any such Director without such vote or written consent. Any Person or group of Persons then entitled to designate any individual to be elected as a Director on the Board shall have the exclusive right at any time or from time to time to remove any such Director occupying such position and to fill any vacancy caused by the death, disability, retirement, resignation or removal of any Director occupying such position or any other vacancy therein, and each other Party agrees to cooperate with such Person or group of Persons in connection with the exercise of such right. Each holder of voting securities of the Company agrees to always vote such holder’s respective voting securities of the Company at a meeting of the Shareholders members of the Company (and given or give written consents in lieu thereof) in support of the foregoing.

Voting Agreements. (i) With respect to each election of Directorsdirectors of the Board, each holder of voting securities of the Company shall vote at each meeting of Shareholdersshareholders of the Company, or in lieu of any such meeting shall give such holder’s written consent with respect to, and shall procure any director appointed thereby as of right to the board of any Group Company to exercise such director’s power, as the case may be, all of such holder’s voting securities of the Company as may be necessary (i) to keep the authorized size of the Board and any Subsidiary Board at nine seven (97) Directorsdirectors, (ii) to cause the appointment election or re-appointment election as members of the Board, Board and during such period to continue in office, any Subsidiary Board of each of the individuals designated pursuant to Section 14.112.1, and (iii) against any nominees not designated pursuant to Section 14.112.1. (ii) Any Director designated to the board of any Group Company pursuant to Section 14.1 12.1 may be removed from the Boardsuch board, either for with or without cause, only upon on the vote or written consent strength of the written request of such Person or group of Persons as would then be entitled to designate such Director pursuant to Section 14.112.1, and the Parties agree not to seek, vote for or otherwise effect permit the removal of any such Director without such vote or written consentrequest. Any Person or group of Persons then entitled to designate any individual to be elected as a Director to serve on the board of any Group Company shall have the exclusive right at any time or from time to time to remove any such Director occupying such position and to fill any vacancy caused by the death, disability, retirement, resignation or removal of any Director occupying such position or any other vacancy therein, and each other Party agrees to cooperate with such Person or group of Persons in connection with the exercise of such right. Each holder of voting securities of the Company agrees to always vote such holder’s respective voting securities of the Company at a meeting of the Shareholders members of the Company (and or given written consents consent in lieu thereof) ), and procure any Directors appointed thereby as of right to the board of directors of any Group Company to exercise their powers, in support of the foregoing.

Voting Agreements. (ia) With Subject to the other provisions of this Agreement, with respect to each election of Directorsdirectors of the Board, each holder of voting securities of the Company shall vote at each meeting of Shareholdersshareholders of the Company, or in lieu of any such meeting shall give such holder’s written consent with respect to, as the case may be, all of such holder’s voting securities of the Company as may be necessary (i) to keep the authorized size of the Board at nine four (94) Directorsdirectors, (ii) to cause the appointment election or re-appointment election as members of the Board, and during such period to continue in office, each of the individuals designated pursuant to Section 14.19.1, and (iii) against any nominees not designated pursuant to Section 14.19.1. (iib) Any Director designated pursuant to Section 14.1 9.1 may be removed from the Board, either for or without cause, only upon the vote or written consent of the Person or group of Persons then entitled to designate such Director pursuant to Section 14.19.1, and the Parties agree not to seek, vote for or otherwise effect the removal of any such Director without such vote or written consent. Any Person or group of Persons then entitled to designate any individual to be elected as a Director on the Board shall have the exclusive right at any time or from time to time to remove any such Director occupying such position and to fill any vacancy caused by the death, disability, retirement, resignation or removal of any Director occupying such position or any other vacancy therein, and each other Party agrees to cooperate with such Person or group of Persons in connection with the exercise of such right. Each holder of voting securities of the Company agrees to always vote such holder’s respective voting securities of the Company at a meeting of the Shareholders members of the Company (and given written consents in lieu thereof) in support of the foregoing.

Voting Agreements. (i) With respect to each election of Directorsdirectors of the Board, each holder of voting securities of the Company shall vote at each meeting of Shareholdersshareholders of the Company, or in lieu of any such meeting shall give such holder’s written consent with respect to, as the case may be, all of such holder’s voting securities of the Company as may be necessary (i) to keep ensure that the authorized size of the Board shall be at nine least five (95) Directorsdirectors, (ii) to cause the appointment election or re-appointment election as members of the Board, and during such period to continue in office, each of the individuals designated pursuant to Section 14.13.1, and (iii) against any nominees not designated pursuant to Section 14.13.1. (ii) Any Director director designated pursuant to Section 14.1 3.1 may be removed from the Board, either for or without cause, only upon the vote or written consent request of the Person or group class of Persons then entitled to designate such Director director pursuant to Section 14.13.1, and the Parties agree not to seek, vote for or otherwise effect the removal of any such Director director without such vote or written consentrequest. Any Person or group of Persons then entitled to designate any individual to be elected as a Director director on the Board shall have the exclusive right at any time or from time to time to remove any such Director occupying such position and to fill any vacancy caused by the death, disability, retirement, resignation or removal of any Director director occupying such position or any other vacancy therein, and each other Party agrees to cooperate with such Person or group of Persons in connection with the exercise of such right. Each holder of voting securities of the Company agrees to always vote such holder’s respective voting securities of the Company at a meeting of the Shareholders members of the Company (and given written consents in lieu thereof) in support of the foregoing.

Voting Agreements. (ia) With respect to each election of Directorsdirectors of the Board, each holder of voting securities of the Company shall vote at each meeting of Shareholdersshareholders of the Company, or in lieu of any such meeting shall give such holder’s written consent with respect to, as the case may be, all of such holder’s voting securities of the Company as may be necessary (i) to keep the authorized size of the Board at nine (9) Directors, (ii) to cause the appointment election or re-appointment election as members of the Board, and during such period to continue in office, each of the individuals designated pursuant to Section 14.19.1, and (iii) against any nominees not designated pursuant to Section 14.19.1. (iib) Any Director or Observer designated pursuant to Section 14.1 9.1 may be removed from the Board, either for or without cause, only upon the vote or written consent of the Person or group of Persons then entitled to designate such Director or Observer pursuant to Section 14.19.1, and the Parties agree not to seek, vote for or otherwise effect the removal of any such Director or Observer without such vote or written consent. Any Person or group of Persons then entitled to designate any individual to be elected as a Director or an Observer on the Board shall have the exclusive right at any time or from time to time to remove any such Director or Observer occupying such position and to fill any vacancy caused by the death, disability, retirement, resignation or removal of any Director or Observer occupying such position or any other vacancy therein, and each other Party agrees to cooperate with such Person or group of Persons in connection with the exercise of such right. Each holder of voting securities of the Company agrees to always vote such holder’s respective voting securities of the Company at a meeting of the Shareholders members of the Company (and given written consents in lieu thereof) in support of the foregoing.

Voting Agreements. (i) With respect to each election of Directorsdirectors of the Board, each holder of voting securities of the Company shall vote at each meeting of Shareholdersshareholders of the Company, or in lieu of any such meeting shall give such holder’s written consent with respect to, as the case may be, all of such holder’s voting securities of the Company as may be necessary (i) to keep the authorized size of the Board at nine (9) Directorspursuant to Section 9.1, (ii) to cause the appointment election or re-appointment election as members of the Board, and during such period to continue in office, each of the individuals designated pursuant to Section 14.19.1, and (iii) against any nominees not designated pursuant to Section 14.19.1. (ii) Any Director designated pursuant to Section 14.1 9.1 may be removed from the Board, either for or without cause, only upon the vote or written consent of the Person or group of Persons then entitled to designate such Director pursuant to Section 14.19.1 or by the Company at any time when the Person or group of Persons no longer are entitled to designate such Director pursuant to Section 9.1, and the Parties agree not to seek, vote for or otherwise effect the removal of any such Director without such vote or written consent. Any Person or group of Persons then entitled to designate any individual to be elected as a Director on the Board shall have the exclusive right at any time or from time to time to remove any such Director occupying such position and to fill any vacancy caused by the death, disability, retirement, resignation or removal of any Director occupying such position or any other vacancy therein, and each other Party agrees to cooperate with such Person or group of Persons in connection with the exercise of such right. Each holder of voting securities of the Company agrees to always vote such holder’s respective voting securities of the Company at a meeting of the Shareholders members of the Company (and given written consents in lieu thereof) in support of the foregoing. (iii) The Company agrees to take such action, and each other Party hereto agrees to take such action, as is necessary to cause the election or appointment to each Subsidiary Board of each director designated to serve on the Board pursuant to Section 9.1. Upon a removal or replacement of such director from the Board in accordance with Section 9.2(ii), the Company agrees to take such action, and each other Party hereto agrees to take such action, as is necessary to cause the removal of such director from each Subsidiary Board. (iv) Each Director shall have one vote. The Chairman of the Board shall have a casting vote in the event of an equality of voting, provided that with respect to any matter listed in Section 10.1 or Section 10.2, the consent of the Majority Investors and the Majority Investor Directors, as the case may be, shall be obtained in accordance with the provisions of Section 10.1 and Section 10.2.

Voting Agreements. (i) With respect to each election of Directorsdirectors of the Board, each holder of voting securities of the Company shall vote at each meeting of Shareholdersshareholders of the Company, or in lieu of any such meeting shall give such holder’s written consent with respect to, as the case may be, all of such holder’s voting securities of the Company as may be necessary (i) to keep the authorized size of the Board at nine eight (9) Directors8) directors, (ii) to cause the appointment election or re-appointment election as members of the Board, and during such period to continue in office, each of the individuals designated pursuant to Section 14.19.1, and (iii) against any nominees not designated pursuant to Section 14.19.1. (ii) Any Director designated pursuant to Section 14.1 9.1 may be removed from the Board, either for or without cause, only upon the vote or written consent of the Person or group of Persons then entitled to designate such Director pursuant to Section 14.19.1 or by the Company at any time when the Person or group of Persons no longer are entitled to designate such Director pursuant to Section 9.1, and the Parties agree not to seek, vote for or otherwise effect the removal of any such Director without such vote or written consent. Any Person or group of Persons then entitled to designate any individual to be elected as a Director on the Board shall have the exclusive right at any time or from time to time to remove any such Director occupying such position and to fill any vacancy caused by the death, disability, retirement, resignation or removal of any Director occupying such position or any other vacancy therein, and each other Party agrees to cooperate with such Person or group of Persons in connection with the exercise of such right. Each holder of voting securities of the Company agrees to always vote such holder’s respective voting securities of the Company at a meeting of the Shareholders members of the Company (and given written consents in lieu thereof) in support of the foregoing. (iii) The Company agrees to take such action, and each other Party hereto agrees to take such action, as is necessary to cause the election or appointment to the Subsidiary Board of each director designated to serve on the Board pursuant to Section 9.1. Upon a removal or replacement of such director from the Board in accordance with Section 9.2(ii), the Company agrees to take such action, and each other Party hereto agrees to take such action, as is necessary to cause the removal of such director from the Subsidiary Board.

Voting Agreements. (ia) With respect to each election of Directors, each holder of voting securities of the Company shall vote at each meeting of Shareholdersshareholders of the Company, or in lieu of any such meeting shall give such holder’s written consent with respect to, as the case may be, all of such holder’s voting securities of the Company as may be necessary (i) to keep the authorized size of the Board at nine three (93) Directors, (ii) to cause the appointment election or re-appointment election as members of the Board, and during such period to continue in office, each of the individuals designated pursuant to Section 14.19.1, and (iii) against any nominees not designated pursuant to Section 14.19.1. (iib) Any Director designated pursuant to Section 14.1 9.1 may be removed from the Board, either for or without cause, only upon the affirmative vote or written consent of the Person Shareholder or group of Persons Shareholders then entitled to designate or elect such Director pursuant to Section 14.19.1 given at a special meeting of such Shareholders duly called or by an action by written consent for that purpose, and the Parties agree not to seek, vote for or otherwise effect the removal of any such Director without such vote or written consent. Any Person vacancy in the Board caused as a result of removal of a Director or vacancy of the office of Director due to the Director’s resignation, death, bankruptcy, arrangement or composition with such Director’s creditors, or unsound mind, who shall have been designated or elected by a specified group of Persons Shareholders, may be filled by, and only by, the affirmative vote of the group of Shareholders then entitled to designate any individual to be elected as elect such Director, given at a Director shall have the exclusive right at any time or from time to time to remove any such Director occupying such position and to fill any vacancy caused by the death, disability, retirement, resignation or removal of any Director occupying such position or any other vacancy therein, and each other Party agrees to cooperate with such Person or group of Persons in connection with the exercise special meeting of such right. Each holder of voting securities of the Company agrees to always vote Shareholders duly called or by an action by written consent for that purpose, unless otherwise agreed upon among such holder’s respective voting securities of the Company at a meeting of the Shareholders (and given written consents in lieu thereof) in support of the foregoingShareholders.