Common use of Voting for the Election of Directors Clause in Contracts

Voting for the Election of Directors. At each annual meeting of the stockholders of the Company, or at any meeting of the stockholders of the Company at which members of the Board of Directors of the Company are to be elected, or whenever members of the Board of Directors are to be elected by written consent, the Stockholder agrees to vote (in person, by proxy or by action by written consent, as applicable) with respect to all Shares so as to elect the members of the Board of Directors designated in writing by the Proxyholder. At any meeting of the stockholders of the Company at which members of the Board of Directors of the Company are to be removed, or whenever members of the Board of Directors are to be removed by written consent, the Stockholder agrees to vote or act with respect to his Shares so as to remove any director designated in writing by Proxyholder. Notwithstanding the foregoing or anything to the contrary contained herein, to the extent that Stockholder and Proxyholder are both parties (or become parties) to the Voting Agreement between the Company, certain stockholders and investors of the Company, dated as of April 29, 2005, as amended from time to time (the “Investor Voting Agreement”), Stockholder agrees to continue to be bound by the Investor Voting Agreement and, to the extent that any provisions of this Agreement conflict with the provisions of the Investor Voting Agreement regarding the election or removal of directors (the “Director Provisions”), the Director Provisions (including without limitation any proxies given with respect thereto) shall govern the election and removal of directors under this Agreement. Proxyholder agrees to continue to be bound by the Investor Voting Agreement and shall vote (to the extent Proxyholder holds a proxy) and otherwise act with respect to any Shares as and if required under the Investor Voting Agreement.

Voting for the Election of Directors. At each annual meeting of the stockholders of the Company, or at any meeting of the stockholders of the Company at which members of the Board of Directors of the Company are to be elected, or whenever members of the Board of Directors are to be elected by written consent, the Stockholder agrees to vote (in person, by proxy or by action by written consent, as applicable) with respect to all Shares so as to elect the members of the Board of Directors designated in writing by the Proxyholder. At any meeting of the stockholders of the Company at which members of the Board of Directors of the Company are to be removed, or whenever members of the Board of Directors are to be removed by written consent, the Stockholder agrees to vote or act with respect to his Shares so as to remove any director designated in writing by Proxyholder. Notwithstanding the foregoing or anything to the contrary contained herein, to the extent that Stockholder and Proxyholder are both parties (or become parties) to the Voting Stockholders’ Agreement between the Company, Company and certain stockholders and investors of the Company, dated as of April 29January 17, 20052007, as amended from time to time (the “Investor Voting Stockholders’ Agreement”), Stockholder agrees to continue to be bound by the Investor Voting Stockholders’ Agreement and, to the extent that any provisions of this Agreement conflict with the provisions of the Investor Voting Stockholders’ Agreement regarding the election or removal of directors (the “Director Provisions”), the Director Provisions (including without limitation any proxies given with respect thereto) shall govern the election and removal of directors under this Agreement. Proxyholder agrees to continue to be bound by the Investor Voting Stockholders’ Agreement and shall vote (to the extent Proxyholder holds a proxy) and otherwise act with respect to any Shares as and if required under the Investor Voting Stockholders’ Agreement.