Voting of Additional Shares. Subject to Section 4.06 hereof, the Seller Group agrees that, until the date on which the Seller Group shall beneficially own less than 10% of the then issued and outstanding shares of the Common Stock and each of the Seller-Nominated Directors (as hereinafter defined) shall have resigned from the Board and any Committee thereof, all of the Additional Shares beneficially owned by any the Seller Group (a) shall be present, in person or by proxy, at all of the annual and special meetings of shareholders of the Company at which directors will be elected in order to participate in a quorum at such meetings, and (b) shall be voted on the election of directors at any such meeting, and consented to on the election of directors, if submitted to shareholders for action by consent of shareholders without a meeting, in favor of each of the nominees recommended by the Board of Directors of the Company; provided, however, that, notwithstanding the foregoing, (i) the Seller Group may vote Additional Shares as it determines, in its sole discretion, on any matter other than the election of directors and (ii) the Seller Group may vote Additional Shares as it determines, in its sole discretion, at any annual or special meeting of shareholders, and may act by written consent, on the election of directors in the event that the Company shall then be in material breach of its obligations under Section 6.01 hereof.
Voting of Additional Shares. Investor acknowledges and agrees that, for so long as this Share Repurchase Agreement remains in effect (and regardless of whether the Standstill Agreement remains in full force and effect), Investor shall cause any Additional Shares to be voted or consented on any matter in accordance with the recommendation of the Board, whether at an annual or special meeting of stockholders of the Company, by written consent or otherwise. In furtherance of the foregoing, Investor shall deliver to the Company upon the Company’s written request, with respect to any Additional Shares, executed proxies naming the proxies appointed by the Company, so that the Company may vote such Additional Shares in the manner described in this Section 2(e).
Voting of Additional Shares. Subject to Section 3 below, the Stockholder hereby waives and agrees not to exercise its rights to vote the Series D Preferred to the extent of any Additional Shares which may become issuable upon conversion of such holder's Series D Preferred as a result of the Conversion Adjustment; provided, however, that the foregoing waiver shall not affect or act as a waiver of any other voting rights granted to holders of the Series D Preferred in the Certificate that are not based on the Additional Shares.
Voting of Additional Shares. In any and all matters requiring the vote or consent of the stockholders of the Company for which the record date with respect to such vote or consent is within the Exemption Period, ValueAct shall vote, or cause to be voted, all of the Additional Shares in the manner that a majority of the shares of the Common Stock of the Company voting on such matter (other than the Additional Shares) have been so voted.
