Common use of Voting Agreements Clause in Contracts

Voting Agreements. (i) With respect to each election of directors of the Board, each holder of voting securities of the Company shall vote at each meeting of shareholders 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 size of the Board at eight (8) directors, (ii) to cause the election or re-election as members of the Board, and during such period to continue in office, each of the individuals designated pursuant to Section 9.1, and (iii) against any nominees not designated pursuant to Section 9.1. (ii) Any Person or group of Persons entitled to designate any individual to be elected as an Ordinary Director or a Preferred Director on the Board pursuant to Section 9.1 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. The holders of 67% of the voting power of the outstanding Shares (voting together as one class and on an as-converted basis) shall have the exclusive right at any time or from time to time to remove the Other Director as a director on the Board, but the designation of any replacement to fill any vacancy caused by the death, disability, retirement, resignation or removal of the Other Director shall be made in the same manner as provided in Section 9.1(i)(e). Notwithstanding the foregoing, any replacement director designated by any Person or group of Persons in accordance with Section 9.1 shall be reasonably acceptable to the majority of the Board in good faith (whose consent shall not be unreasonably withheld or delayed), provided that the said approval process by the majority of the Board shall in no event unfairly deprive such Person or group of Persons’ right to designate the replacement director pursuant to Section 9.1. Each holder of voting securities of the Company agrees to always vote such holder’s respective voting securities of the Company in support of the principle that a director on the Board designated pursuant to Section 9.1 may only be removed from the Board with or without cause only in accordance with this Section 9.2(ii), and each such holder further agrees not to seek, vote for or otherwise effect the removal with or without cause of any such director in violation of this Section 9.2(ii). (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 Subsidiary Board pursuant to Section 9.1. Upon a removal or replacement of such director from the Subsidiary 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.

Voting Agreements. (i) With respect to each election of directors of the Board, each holder of voting securities of the Company shall vote at each meeting of shareholders 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 eight up to seven (8) 7) directors, (ii) to cause the election or re-election as members of the Board, and during such period to continue in office, each of the individuals designated pursuant to Section 9.110.1, and (iii) against any nominees not designated pursuant to Section 9.110.1. (ii) Any director designated pursuant to Section 10.1 may be removed from the Board, either for or without cause, upon written request of the Person or class of Persons then entitled to designate such director pursuant to Section 10.1 or by the holders of a majority of the then outstanding voting power of the Shares at any time when the Person or class of Persons are no longer entitled to designate such director pursuant to Section 10.1(i), and the Parties agree not to seek, vote for or otherwise effect the removal of any such director without such written request. Any Person or group of Persons then entitled to designate any individual to be elected as an Ordinary Director or a Preferred Director director on the Board pursuant to Section 9.1 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. The holders of 67% of the voting power of the outstanding Shares (voting together as one class and on an as-converted basis) shall have the exclusive right at position or any time or from time to time to remove the Other Director as a director on the Board, but the designation of any replacement to fill any other vacancy caused by the death, disability, retirement, resignation or removal of the Other Director shall be made in the same manner as provided in Section 9.1(i)(e). Notwithstanding the foregoing, any replacement director designated by any Person or group of Persons in accordance with Section 9.1 shall be reasonably acceptable to the majority of the Board in good faith (whose consent shall not be unreasonably withheld or delayed), provided that the said approval process by the majority of the Board shall in no event unfairly deprive such Person or group of Persons’ right to designate the replacement director pursuant to Section 9.1therein. 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 members of the Company (and given written consents in lieu thereof) in support of the principle that a director on the Board designated pursuant to Section 9.1 may only be removed from the Board with or without cause only in accordance with this Section 9.2(ii), and each such holder further agrees not to seek, vote for or otherwise effect the removal with or without cause of any such director in violation of this Section 9.2(ii)foregoing. (iii) The Company agrees to take such actiondesignation, appointment, removal, replacement and each other Party hereto agrees to take such action, as is necessary to cause the election or appointment reappointment of directors to each Subsidiary Board shall be determined mutatis mutandis by the provisions of each director designated to serve on the Subsidiary Board pursuant to Section 9.1. Upon a removal or replacement of such director from the Subsidiary Board in accordance with Section 9.2(ii), the Company agrees to take such action, Sections 10.1 and each other Party hereto agrees to take such action, as is necessary to cause the removal of such director from each Subsidiary Board10.2.

Voting Agreements. (i) With respect to each election of directors Directors of the Board, each holder of voting securities of the Company shall vote at each meeting of shareholders Shareholders 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 (ia) to keep the size of Board constituted in the Board at eight (8) directorsmanner provided in Section 14.1 and in addition, (iib) as may be necessary to cause the election or re-election as members of the Board, and during such period to continue in office, each of the individuals designated pursuant to Section 9.1, 14.1 and (iiic) against any nominees not designated pursuant to Section 9.114.1. (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 nominate 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 an Ordinary Director or a Preferred Director on the Board pursuant to Section 9.1 shall have the exclusive right at any time or from time to time to remove any such director 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. The holders of 67% of the voting power of the outstanding Shares (voting together as one class position or any other vacancy therein, and on an as-converted basis) shall have the exclusive right at any time or from time each other Party agrees to time to remove the Other Director as a director on the Board, but the designation of any replacement to fill any vacancy caused by the death, disability, retirement, resignation or removal of the Other Director shall be made in the same manner as provided in Section 9.1(i)(e). Notwithstanding the foregoing, any replacement director designated by any cooperate with such Person or group of Persons in accordance connection with Section 9.1 shall be reasonably acceptable to the majority exercise of the Board in good faith (whose consent shall not be unreasonably withheld or delayed), provided that the said approval process by the majority of the Board shall in no event unfairly deprive such Person or group of Persons’ right to designate the replacement director pursuant to Section 9.1right. 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 members of the Company (and give written consents in lieu thereof) in support of the principle that a director on the Board designated pursuant to Section 9.1 may only be removed from the Board with or without cause only in accordance with this Section 9.2(ii), and each such holder further agrees not to seek, vote for or otherwise effect the removal with or without cause of any such director in violation of this Section 9.2(ii)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 the Subsidiary Board of each director Director designated to serve on the Subsidiary Board pursuant to Section 9.114.1. Upon a removal or replacement of such director Director from the Subsidiary Board in accordance with Section 9.2(ii14.2(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 the Subsidiary Board.

Voting Agreements. (i) With respect to each election of directors Directors of the Board, each holder of voting securities of the Company shall vote at each meeting of shareholders 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 eight six (8) directors6) Directors, (ii) to cause the election or re-election as members of the Board, and during such period to continue in office, each of the individuals designated pursuant to Section 9.110.1, and (iii) against any nominees not designated pursuant to Section 9.110.1. (ii) Any Director designated pursuant to Section 10.1 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 10.1 or by the Company at any time when the Person or group of Persons are no longer entitled to designate such Director pursuant to Section 10.1, 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 an Ordinary Director or a Preferred Director on the Board pursuant to Section 9.1 shall have the exclusive right at any time or from time to time to remove any such director 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. The holders of 67% of the voting power of the outstanding Shares (voting together as one class position or any other vacancy therein, and on an as-converted basis) shall have the exclusive right at any time or from time each other Party agrees to time to remove the Other Director as a director on the Board, but the designation of any replacement to fill any vacancy caused by the death, disability, retirement, resignation or removal of the Other Director shall be made in the same manner as provided in Section 9.1(i)(e). Notwithstanding the foregoing, any replacement director designated by any cooperate with such Person or group of Persons in accordance connection with Section 9.1 shall be reasonably acceptable to the majority exercise of the Board in good faith (whose consent shall not be unreasonably withheld or delayed), provided that the said approval process by the majority of the Board shall in no event unfairly deprive such Person or group of Persons’ right to designate the replacement director pursuant to Section 9.1right. 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 members of the Company (and give written consents in lieu thereof) in support of the principle that a director on the Board designated pursuant to Section 9.1 may only be removed from the Board with or without cause only in accordance with this Section 9.2(ii), and each such holder further agrees not to seek, vote for or otherwise effect the removal with or without cause of any such director in violation of this Section 9.2(ii)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 Subsidiary Board pursuant to Section 9.110.1. Upon a removal or replacement of such director from the Subsidiary Board in accordance with Section 9.2(ii10.2(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.

Voting Agreements. (i) With respect to each election of directors of the Board, each holder of voting securities of the Company shall vote at each meeting of shareholders 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 (ix) to keep the authorized size of the Board at eight up to nine (8) 9) directors, (iiy) to cause the election or re-election as members of the Board, and during such period to continue in office, each of the individuals designated pursuant to Section 9.1, and (iiiz) against any nominees not designated pursuant to Section 9.1. (ii) Any Director designated pursuant to Section 9.1 may be removed from the Board only upon the vote or written consent of the Person or group of Persons 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 entitled to designate any individual to be elected as an Ordinary Director or a Preferred Director on the Board pursuant to Section 9.1 shall have the exclusive right at any time or from time to time to remove any such director 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. The holders of 67% of the voting power of the outstanding Shares (voting together as one class , and on an as-converted basis) shall have the exclusive right at any time or from time each other Party agrees to time to remove the Other Director as a director on the Board, but the designation of any replacement to fill any vacancy caused by the death, disability, retirement, resignation or removal of the Other Director shall be made in the same manner as provided in Section 9.1(i)(e). Notwithstanding the foregoing, any replacement director designated by any cooperate with such Person or group of Persons in accordance connection with Section 9.1 shall be reasonably acceptable to the majority exercise of the Board in good faith (whose consent shall not be unreasonably withheld or delayed), provided that the said approval process by the majority of the Board shall in no event unfairly deprive such Person or group of Persons’ right to designate the replacement director pursuant to Section 9.1right. Each holder of voting securities of the Company agrees to always vote such holder’s respective voting securities of the Company (and given written consents in lieu thereof) in support of the principle that a director on the Board designated pursuant to Section 9.1 may only be removed from the Board with or without cause only in accordance with this Section 9.2(ii), and each such holder further agrees not to seek, vote for or otherwise effect the removal with or without cause of any such director in violation of this Section 9.2(ii)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 Subsidiary Board Investor Directors pursuant to Section 9.1. Upon a removal or replacement of such director any Investor Director from the Subsidiary 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.

Voting Agreements. (i) With respect to each election of directors of the Board, each holder of voting securities of the Company shall vote at each meeting of shareholders 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 maintain the authorized size of the Board at eight up to seven (8) 7) directors, (ii) to cause the election or re-election as members of the Board, and during such period to continue in office, each of the individuals designated pursuant to Section 9.17.1, and (iii) against any nominees not designated pursuant to Section 9.17.1. (ii) Any Director designated pursuant to Section 7.1 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 7.1, 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 7.1, 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 an Ordinary Director or a Preferred Director on the Board pursuant to Section 9.1 shall have the exclusive right at any time or from time to time to remove any such director Director occupying such position and to fill any vacancy caused by the death, disability, retirement, resignation resignation, or removal of any director Director occupying such position. The holders of 67% of the voting power of the outstanding Shares (voting together as one class position or any other vacancy therein, and on an as-converted basis) shall have the exclusive right at any time or from time each other Party agrees to time to remove the Other Director as a director on the Board, but the designation of any replacement to fill any vacancy caused by the death, disability, retirement, resignation or removal of the Other Director shall be made in the same manner as provided in Section 9.1(i)(e). Notwithstanding the foregoing, any replacement director designated by any cooperate with such Person or group of Persons in accordance connection with Section 9.1 shall be reasonably acceptable to the majority exercise of the Board in good faith (whose consent shall not be unreasonably withheld or delayed), provided that the said approval process by the majority of the Board shall in no event unfairly deprive such Person or group of Persons’ right to designate the replacement director pursuant to Section 9.1right. 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 members of the Company (and give written consents in lieu thereof) in support of the principle that a director on the Board designated pursuant to Section 9.1 may only be removed from the Board with or without cause only in accordance with this Section 9.2(ii), and each such holder further agrees not to seek, vote for or otherwise effect the removal with or without cause of any such director in violation of this Section 9.2(ii)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 the Subsidiary Board of each director designated to serve on the Subsidiary Board pursuant to Section 9.17.1. Upon a removal or replacement of such director from the Subsidiary Board in accordance with Section 9.2(ii7.2(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 the Subsidiary Board.

Voting Agreements. (i) With respect to each election of directors Directors of the Board, each holder of voting securities of the Company shall vote at each meeting of shareholders of the CompanyShareholders, 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 eight ten (8) directors10) Directors, (ii) to cause the election or re-election as members of the Board, and during such period to continue in office, each of the individuals designated pursuant to Section 9.117.1, and (iii) against any nominees not designated pursuant to Section 9.117.1. (ii) Any Director designated pursuant to Section 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 17.1, 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 an Ordinary a Director or a Preferred Director on the Board pursuant to Section 9.1 shall have the exclusive right at any time or from time to time to remove any such director 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. The holders of 67% of the voting power of the outstanding Shares (voting together as one class position or any other vacancy therein, and on an as-converted basis) shall have the exclusive right at any time or from time each other Party agrees to time to remove the Other Director as a director on the Board, but the designation of any replacement to fill any vacancy caused by the death, disability, retirement, resignation or removal of the Other Director shall be made in the same manner as provided in Section 9.1(i)(e). Notwithstanding the foregoing, any replacement director designated by any cooperate with such Person or group of Persons in accordance connection with Section 9.1 shall be reasonably acceptable to the majority exercise of the Board in good faith (whose consent shall not be unreasonably withheld or delayed), provided that the said approval process by the majority of the Board shall in no event unfairly deprive such Person or group of Persons’ right to designate the replacement director pursuant to Section 9.1right. 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 principle that a director on the Board designated pursuant to Section 9.1 may only be removed from the Board with or without cause only in accordance with this Section 9.2(ii), and each such holder further agrees not to seek, vote for or otherwise effect the removal with or without cause of any such director in violation of this Section 9.2(ii)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 Subsidiary Board pursuant to Section 9.117.1. Upon a removal or replacement of such director from the Subsidiary Board in accordance with Section 9.2(ii17.2(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.

Voting Agreements. (ia) With respect to each election of directors of the Board, each holder of voting securities of the Company shall vote at each meeting of shareholders 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 eight least nine (8) 9) directors, (ii) to cause the election or re-election as members of the Board, and during such period to continue in office, each of the individuals designated pursuant to Section 9.117.1, and (iii) against any nominees not designated pursuant to Section 9.117.1. (iib) Any Director designated pursuant to Section 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 17.1, 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 an Ordinary Director or a Preferred Director on the Board pursuant to Section 9.1 shall have the exclusive right at any time or from time to time to remove any such director 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. The holders of 67% of the voting power of the outstanding Shares (voting together as one class position or any other vacancy therein, and on an as-converted basis) shall have the exclusive right at any time or from time each other Party agrees to time to remove the Other Director as a director on the Board, but the designation of any replacement to fill any vacancy caused by the death, disability, retirement, resignation or removal of the Other Director shall be made in the same manner as provided in Section 9.1(i)(e). Notwithstanding the foregoing, any replacement director designated by any cooperate with such Person or group of Persons in accordance connection with Section 9.1 shall be reasonably acceptable to the majority exercise of the Board in good faith (whose consent shall not be unreasonably withheld or delayed), provided that the said approval process by the majority of the Board shall in no event unfairly deprive such Person or group of Persons’ right to designate the replacement director pursuant to Section 9.1right. 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 members of the Company (or give written consents in lieu thereof) in support of the principle that a director on the Board designated pursuant to Section 9.1 may only be removed from the Board with or without cause only in accordance with this Section 9.2(ii), and each such holder further agrees not to seek, vote for or otherwise effect the removal with or without cause of any such director in violation of this Section 9.2(ii)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 Subsidiary Board pursuant to Section 9.1. Upon a removal or replacement of such director from the Subsidiary 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.

Voting Agreements. (i) With respect to each election of directors Directors of the Board, each holder of voting securities of the Company shall vote at each meeting of shareholders 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 (ia) to keep the authorized size of the Board at eight seven (8) directors7) Directors, (iib) to cause the election or re-election as members of the Board, and during such period to continue in office, each of the individuals designated pursuant to Section 9.15.1, and (iiic) against any nominees not designated pursuant to Section 9.15.1. (ii) Any Director designated pursuant to Section 5.1 may beremoved 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 5.1, or by the Company at any time when the Person or group of Persons are no longer entitled to designate such Director pursuant to Section 5.1, 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 an Ordinary Director or a Preferred Director on the Board pursuant to Section 9.1 shall have the exclusive right at any time or from time to time to remove any such director 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. The holders of 67% of the voting power of the outstanding Shares (voting together as one class position or any other vacancy therein, and on an as-converted basis) shall have the exclusive right at any time or from time each other Party agrees to time to remove the Other Director as a director on the Board, but the designation of any replacement to fill any vacancy caused by the death, disability, retirement, resignation or removal of the Other Director shall be made in the same manner as provided in Section 9.1(i)(e). Notwithstanding the foregoing, any replacement director designated by any cooperate with such Person or group of Persons in accordance connection with Section 9.1 shall be reasonably acceptable to the majority exercise of the Board in good faith (whose consent shall not be unreasonably withheld or delayed), provided that the said approval process by the majority of the Board shall in no event unfairly deprive such Person or group of Persons’ right to designate the replacement director pursuant to Section 9.1right. 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 members of the Company (and given written consents in lieu thereof) in support of the principle that a director on the Board designated pursuant to Section 9.1 may only be removed from the Board with or without cause only in accordance with this Section 9.2(ii), and each such holder further agrees not to seek, vote for or otherwise effect the removal with or without cause of any such director in violation of this Section 9.2(ii)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 Subsidiary Board pursuant to Section 9.15.1. Upon a removal or replacement of such director from the Subsidiary Board in accordance with Section 9.2(ii5.2(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 or replacement of such director from each Subsidiary Board.

Voting Agreements. (ia) With respect to each election of directors of the Board, each holder of voting securities of the Company shall vote at each meeting of shareholders of the CompanyShareholders, 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 eight nine (8) 9) directors, (ii) to cause the election or re-election as members of the Board, and during such period to continue in office, each of the individuals designated pursuant to Section 9.1, and (iii) against any nominees not designated pursuant to Section 9.1. (iib) Any Director designated pursuant to Section 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 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 (“Appointing Shareholder(s)”) then entitled to designate any individual to be elected as an Ordinary Director or a Preferred Director on the Board pursuant to Section 9.1 shall have the exclusive right at any time or from time to time to remove any such director Director occupying such position and to fill any vacancy caused by the death, disability, retirement, resignation or removal of any director Director occupying such positionposition or any other vacancy therein within thirty (30) days staring from the date of vacancy (the “Vacancy Period”), and each other Party agrees to cooperate with such Appointing Shareholder(s) in connection with the exercise of such right. The holders of 67% In particular, if any Board meeting is held during the Vacancy Period, the Appointing Shareholder(s) shall be able to exercise the rights applicable to its Director(s) under Section 10 in an appropriate manner; provided however that if such Appointing Shareholder(s) fail(s) to fill the vacancy of the voting power Director before the expiry of the outstanding Shares (voting together as one class and on an as-converted basisVacancy Period, then the Appointing Shareholder(s) shall have not exercise the exclusive right at any time or from time to time to remove the Other rights under Section 10 until such vacancy of Director as a director on the Board, but the designation of any replacement to fill any vacancy caused by the death, disability, retirement, resignation or removal of the Other Director shall be made in the same manner as provided in Section 9.1(i)(e). Notwithstanding the foregoing, any replacement director designated by any Person or group of Persons in accordance with Section 9.1 shall be reasonably acceptable to the majority of the Board in good faith (whose consent shall not be unreasonably withheld or delayed), provided that the said approval process by the majority of the Board shall in no event unfairly deprive such Person or group of Persons’ right to designate the replacement director pursuant to Section 9.1is filled. 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 members of the Company (and given written consents in lieu thereof) in support of the principle that a director on the Board designated pursuant to Section 9.1 may only be removed from the Board with or without cause only in accordance with this Section 9.2(ii), and each such holder further agrees not to seek, vote for or otherwise effect the removal with or without cause of any such director in violation of this Section 9.2(ii)foregoing. (iiic) 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 Subsidiary Board pursuant to Section 9.1. Upon a removal or replacement of such director from the Subsidiary Board in accordance with Section 9.2(ii9.2(b), 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.

Voting Agreements. (i) For matters to be resolved or decided by the Shareholders, except as otherwise required by law or as set forth in this Agreement or the Memorandum and Articles, each Share held by the Founder or the BVI Companies shall each carry three (3) votes. (ii) With respect to each election of directors Directors of the Board, each holder of voting securities of the Company shall vote at each meeting of shareholders Shareholders 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 (ix) to keep the authorized size of the Board at eight six (8) 6) directors, (iiy) to cause the election or re-election as members of the Board, and during such period to continue in office, each of the individuals designated pursuant to Section 9.1, and (iiiz) against any nominees not designated pursuant to Section 9.1. (iiiii) Any Director designated pursuant to Section 9.1 may be removed from the Board only upon the vote or written consent of the Person or group of Persons 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 entitled to designate any individual to be elected as an Ordinary Director or a Preferred Director on the Board pursuant to Section 9.1 shall have the exclusive right at any time or from time to time to remove any such director 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. The holders of 67% of the voting power of the outstanding Shares (voting together as one class , and on an as-converted basis) shall have the exclusive right at any time or from time each other Party agrees to time to remove the Other Director as a director on the Board, but the designation of any replacement to fill any vacancy caused by the death, disability, retirement, resignation or removal of the Other Director shall be made in the same manner as provided in Section 9.1(i)(e). Notwithstanding the foregoing, any replacement director designated by any cooperate with such Person or group of Persons in accordance connection with Section 9.1 shall be reasonably acceptable to the majority exercise of the Board in good faith (whose consent shall not be unreasonably withheld or delayed), provided that the said approval process by the majority of the Board shall in no event unfairly deprive such Person or group of Persons’ right to designate the replacement director pursuant to Section 9.1right. Each holder of voting securities of the Company agrees to always vote such holder’s respective voting securities of the Company (and given written consents in lieu thereof) in support of the principle that a director on the Board designated pursuant to Section 9.1 may only be removed from the Board with or without cause only in accordance with this Section 9.2(ii), and each such holder further agrees not to seek, vote for or otherwise effect the removal with or without cause of any such director in violation of this Section 9.2(ii)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 Subsidiary Board pursuant to Section 9.1. Upon a removal or replacement of such director from the Subsidiary 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.

Voting Agreements. (ia) With respect to each election of directors of the Board, each holder of voting securities of the Company shall vote at each meeting of shareholders of the CompanyShareholders, 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 eight seven (8) 7) directors, (ii) to cause the election or re-election as members of the Board, and during such period to continue in office, each of the individuals designated pursuant to Section 9.1, and (iii) against any nominees not designated pursuant to Section 9.1. (iib) Any Director designated pursuant to Section 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 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 (“Appointing Shareholder(s)”) then entitled to designate any individual to be elected as an Ordinary Director or a Preferred Director on the Board pursuant to Section 9.1 shall have the exclusive right at any time or from time to time to remove any such director Director occupying such position and to fill any vacancy caused by the death, disability, retirement, resignation or removal of any director Director occupying such positionposition or any other vacancy therein within thirty (30) days staring from the date of vacancy (the “Vacancy Period”), and each other Party agrees to cooperate with such Appointing Shareholder(s) in connection with the exercise of such right. The holders of 67% In particular, if any Board meeting is held during the Vacancy Period, the Appointing Shareholder(s) shall be able to exercise the rights applicable to its Director(s) under Section 10 in an appropriate manner; provided however that if such Appointing Shareholder(s) fail(s) to fill the vacancy of the voting power Director before the expiry of the outstanding Shares (voting together as one class and on an as-converted basisVacancy Period, then the Appointing Shareholder(s) shall have not exercise the exclusive right at any time or from time to time to remove the Other rights under Section 10 until such vacancy of Director as a director on the Board, but the designation of any replacement to fill any vacancy caused by the death, disability, retirement, resignation or removal of the Other Director shall be made in the same manner as provided in Section 9.1(i)(e). Notwithstanding the foregoing, any replacement director designated by any Person or group of Persons in accordance with Section 9.1 shall be reasonably acceptable to the majority of the Board in good faith (whose consent shall not be unreasonably withheld or delayed), provided that the said approval process by the majority of the Board shall in no event unfairly deprive such Person or group of Persons’ right to designate the replacement director pursuant to Section 9.1is filled. 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 members of the Company (and given written consents in lieu thereof) in support of the principle that a director on the Board designated pursuant to Section 9.1 may only be removed from the Board with or without cause only in accordance with this Section 9.2(ii), and each such holder further agrees not to seek, vote for or otherwise effect the removal with or without cause of any such director in violation of this Section 9.2(ii)foregoing. (iiic) 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 Subsidiary Board pursuant to Section 9.1. Upon a removal or replacement of such director from the Subsidiary Board in accordance with Section 9.2(ii9.2(b), 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.

Voting Agreements. (i) With respect to each election of directors of the Board, each holder of voting securities of the Company shall vote at each meeting of shareholders 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 (ix) to keep the authorized size of the Board at eight (8) directorsthe number of Directors as set forth in Section 9.1 above, (iiy) to cause the election or re-election as members of the Board, and during such period to continue in office, each of the individuals designated pursuant to Section 9.1, and (iiiz) against any nominees not designated pursuant to Section 9.1. (ii) Any Director designated pursuant to Section 9.1 may be removed from the Board only upon the vote or written consent of the Person or group of Persons then 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 an Ordinary Director or a Preferred Director on the Board pursuant to Section 9.1 shall have the exclusive right at any time or from time to time to remove any such director 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. The holders of 67% of the voting power of the outstanding Shares (voting together as one class position or otherwise, and on an as-converted basis) shall have the exclusive right at any time or from time each other Party agrees to time to remove the Other Director as a director on the Board, but the designation of any replacement to fill any vacancy caused by the death, disability, retirement, resignation or removal of the Other Director shall be made in the same manner as provided in Section 9.1(i)(e). Notwithstanding the foregoing, any replacement director designated by any cooperate with such Person or group of Persons in accordance connection with Section 9.1 shall be reasonably acceptable to the majority exercise of the Board in good faith (whose consent shall not be unreasonably withheld or delayed), provided that the said approval process by the majority of the Board shall in no event unfairly deprive such Person or group of Persons’ right to designate the replacement director pursuant to Section 9.1right. Each holder of voting securities of the Company agrees to always vote such holder’s respective voting securities of the Company (and given written consents in lieu thereof) in support of the principle that a director on the Board designated pursuant to Section 9.1 may only be removed from the Board with or without cause only in accordance with this Section 9.2(ii), and each such holder further agrees not to seek, vote for or otherwise effect the removal with or without cause of any such director in violation of this Section 9.2(ii)foregoing. (iii) The Company agrees to take such action, and each other Party hereto agrees to take such action, as is necessary to cause (x) the election or appointment to each Subsidiary Board of each director the directors designated by IDG, GGV ,Shunwei, Xxxxxxxxx (if applicable) and Coatue (if applicable) to serve on the such Subsidiary Board pursuant to Section 9.1. Upon a removal or replacement of such director from the Subsidiary Board in accordance with Section 9.2(ii), the Company agrees to take such action, 9.1 and each other Party hereto agrees to take such action, as is necessary to cause (y) the removal of such director that IDG, GGV, Shunwei, Xxxxxxxxx (if applicable) or Coatue (if applicable) (as the case may be) elects to remove from each such Subsidiary Board.

Voting Agreements. (ia) With respect to each election of directors of the BoardDirectors, each holder of voting securities of the Company shall vote at each meeting of shareholders 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 the voting securities of the Company now or hereafter directly or indirectly owned (of record or beneficially) by such holder, or over which such holder has voting control, from time to time and at all times as may be necessary (i) to keep the authorized size of the Board at eight (8) directors[***] Directors, (ii) to cause the election or re-election as members of the Board, and during such period to continue in office, each of the individuals designated or appointed pursuant to Section 9.1, and (iii) against any nominees not designated or appointed pursuant to Section 9.1. (iib) Any Director designated or appointed pursuant to Section 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 or appoint 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 or appoint any individual to be elected as an Ordinary a Director or a Preferred Director on the Board pursuant to Section 9.1 shall have the exclusive right at any time or from time to time to remove any such director 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. The holders of 67% of the voting power of the outstanding Shares (voting together as one class position or any other vacancy therein, and on an as-converted basis) shall have the exclusive right at any time or from time each other Party agrees to time to remove the Other Director as a director on the Board, but the designation of any replacement to fill any vacancy caused by the death, disability, retirement, resignation or removal of the Other Director shall be made in the same manner as provided in Section 9.1(i)(e). Notwithstanding the foregoing, any replacement director designated by any cooperate with such Person or group of Persons in accordance connection with Section 9.1 shall be reasonably acceptable to the majority exercise of the Board in good faith (whose consent shall not be unreasonably withheld or delayed), provided that the said approval process by the majority of the Board shall in no event unfairly deprive such Person or group of Persons’ right to designate the replacement director pursuant to Section 9.1right. Each holder of voting securities of the Company agrees to always vote at a meeting of the members of the Company, or in lieu of any such meeting shall give such holder’s respective written consent with respect to, as the case may be, all of the voting securities of the Company now or hereafter directly or indirectly owned (of record or beneficially) by such holder, or over which such holder has voting control in support of the principle that a director on the Board designated pursuant to Section 9.1 may only be removed from the Board with or without cause only in accordance with this Section 9.2(ii), and each such holder further agrees not to seek, vote for or otherwise effect the removal with or without cause of any such director in violation of this Section 9.2(ii)foregoing. (iiic) The Company agrees to and each other Group Company shall take such action, and each other Party hereto agrees to take such action, as is necessary to cause the election or appointment to the Board and each Subsidiary Board of each director Director designated or appointed to serve on the Subsidiary Board pursuant to Section 9.1. Upon a removal or replacement of such director Director 24 Shareholders Agreement from the Board or any Subsidiary Board in accordance with Section 9.2(ii9.3(b), the Company and each other Group 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 Director from each the Board and such Subsidiary Board. (d) No Shareholder, nor any Affiliate of any Shareholder, shall have any liability as a result of designating a person for election as a director for any act or omission by such designated person in his or her capacity as a director of the Company, nor shall any shareholder have any liability as a result of voting for any such designee in accordance with the provisions of this Agreement.

Voting Agreements. (i) With respect to each election of directors of the Board, each holder of voting securities of the Company shall vote at each meeting of shareholders 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 eight five (8) 5) directors, (ii) to cause the election or re-election as members of the Board, and during such period to continue in office, each of the individuals designated pursuant to Section 9.1, and (iii) against any nominees not designated pursuant to Section 9.1. (ii) Any Director designated pursuant to Section 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 class of Persons then 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 class of Persons then entitled to designate any individual to be elected as an Ordinary Director or a Preferred Director on the Board pursuant to Section 9.1 shall have the exclusive right at any time or from time to time to remove any such director 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. The holders of 67% of the voting power of the outstanding Shares (voting together as one class position or any other vacancy therein, and on an as-converted basis) shall have the exclusive right at any time or from time each other Party agrees to time to remove the Other Director as a director on the Board, but the designation of any replacement to fill any vacancy caused by the death, disability, retirement, resignation or removal of the Other Director shall be made in the same manner as provided in Section 9.1(i)(e). Notwithstanding the foregoing, any replacement director designated by any cooperate with such Person or group class of Persons in accordance connection with Section 9.1 shall be reasonably acceptable to the majority exercise of the Board in good faith (whose consent shall not be unreasonably withheld or delayed), provided that the said approval process by the majority of the Board shall in no event unfairly deprive such Person or group of Persons’ right to designate the replacement director pursuant to Section 9.1right. 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 members of the Company (and given written consents in lieu thereof) in support of the principle that a director on the Board designated pursuant to Section 9.1 may only be removed from the Board with or without cause only in accordance with this Section 9.2(ii), and each such holder further agrees not to seek, vote for or otherwise effect the removal with or without cause of any such director in violation of this Section 9.2(ii)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 Subsidiary Board pursuant to Section 9.1. Upon a removal or replacement of such director from the Subsidiary 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.

Voting Agreements. (ia) With respect to each election of directors the Directors of the Board, each holder of voting securities of the Company shall vote at each meeting of shareholders 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 eight (8) directorsDirectors with voting right and one (1) Non-Voting Director, (ii) to cause the election or re-election as members of the Board, and during such period to continue in office, each of the individuals designated pursuant to Section 9.1, and (iii) against any nominees not designated pursuant to Section 9.1. (iib) Any Director designated pursuant to Section 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 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 an Ordinary Director or a Preferred Director on the Board pursuant to Section 9.1 shall have the exclusive right at any time or from time to time to remove any such director 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. The holders of 67% of the voting power of the outstanding Shares (voting together as one class position or any other vacancy therein, and on an as-converted basis) shall have the exclusive right at any time or from time each other Party agrees to time to remove the Other Director as a director on the Board, but the designation of any replacement to fill any vacancy caused by the death, disability, retirement, resignation or removal of the Other Director shall be made in the same manner as provided in Section 9.1(i)(e). Notwithstanding the foregoing, any replacement director designated by any cooperate with such Person or group of Persons in accordance connection with Section 9.1 shall be reasonably acceptable to the majority exercise of the Board in good faith (whose consent shall not be unreasonably withheld or delayed), provided that the said approval process by the majority of the Board shall in no event unfairly deprive such Person or group of Persons’ right to designate the replacement director pursuant to Section 9.1right. 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 members of the Company (and given written consents in lieu thereof) in support of the principle that a director on the Board designated pursuant to Section 9.1 may only be removed from the Board with or without cause only in accordance with this Section 9.2(ii), and each such holder further agrees not to seek, vote for or otherwise effect the removal with or without cause of any such director in violation of this Section 9.2(ii)foregoing. (iiic) 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 Subsidiary Board pursuant to Section 9.1. Upon a removal or replacement of such director from the Subsidiary Board in accordance with Section 9.2(ii9.2(b), 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.