Common use of Voting in Elections Clause in Contracts

Voting in Elections. Until the Sunset Date, at any meeting of stockholders of the Company involving the election of Directors (or if action is taken by written consent of stockholders of the Company in lieu of a meeting in respect of an election of Directors), the Investor Parties shall vote, or cause to be voted (including, if applicable, by written consent), all Voting Securities Beneficially Owned by the Investor Entities (a) affirmatively in favor of the election of each Investor Designee nominated to serve as a Director in accordance with this Agreement, (b) except in a Contested Election, affirmatively in favor of the election of each Company Designee and the CEO Designee nominated to serve as a Director in accordance with this Agreement, and (c) in a Contested Election, either, at the election of such Investor Entities, (i) consistent with the recommendations of the Board or (ii) in the same proportion as the Voting Securities not Beneficially Owned by Investor Entities are voted (including, if applicable, by written consent, or by voting by ballot or by submitting any alternative proxy card necessary to accomplish the proportionate voting contemplated by this Article III) affirmatively for or against, or to withhold authority with respect to, as applicable, the election of each Company Designee and the CEO Designee nominated to serve as a Director in accordance with this Agreement (it being understood that the Investor Parties must elect to vote as contemplated by this Section 3.1 and cannot elect not to vote or to vote in any other manner).

Voting in Elections. Until the Sunset Date, at At any meeting of stockholders of the Company involving the election of Directors (or if action is taken by written consent of stockholders of the Company in lieu of a meeting in respect of an election of Directors), the Investor ZHG Parties shall vote, or cause to be voted (including, if applicable, by written consent), all Voting Securities Beneficially Owned by the Investor ZHG Entities (a) up to the Voting Percentage Limit, affirmatively in favor of the election of each Person nominated to serve as a Director by the Board or the Nominating and Corporate Governance Committee, and (b) in excess of the Voting Percentage Limit, at their sole discretion, either (i) affirmatively in favor of the election of each Investor Designee Person nominated to serve as a Director in accordance with this Agreement, (b) except in a Contested Election, affirmatively in favor of the election of each Company Designee and the CEO Designee nominated to serve as a Director in accordance with this Agreement, and (c) in a Contested Election, either, at the election of such Investor Entities, (i) consistent with the recommendations of by the Board or the Nominating and Corporate Governance Committee or (ii) in the same proportion as the Voting Securities not Beneficially Owned by Investor ZHG Entities are voted (including, if applicable, by written consent, or by voting by ballot or by submitting any alternative proxy card necessary to accomplish the proportionate voting contemplated by this Article IIIsubclause (ii)) affirmatively for or against, or to withhold authority with respect to, as applicable, the election of each Company Designee and the CEO Designee Person nominated to serve as a Director in accordance with this Agreement (or, as applicable, the removal of any Director) (it being understood that the Investor ZHG Parties must elect to vote as contemplated by subclause (i) or (ii) of this Section 3.1 3.1(b) and cannot elect not to vote or to vote in any other manner).