Voting of Credit Suisse Shares Sample Clauses

Voting of Credit Suisse Shares. In reliance on the promises made in Section 2.1 so long as this Agreement is in effect, Credit Suisse will cause all shares of Common Stock beneficially owned by it and its Affiliates as to which they are entitled to vote to be voted (A) in favor of the election of each of the candidates properly nominated by the Board in accordance with its Certificate of Incorporation and Bylaws, (B) as Credit Suisse determines is appropriate on all other proposals of the Board and any proposals by other shareholders of the Company not covered by clause (C) below, and (C) in accordance with the recommendation of the Board with respect to any proposals by any other stockholder of the Company who is also proposing one or more nominees for election as director in opposition to the nominees of the Board at each Annual Meeting of Shareholders; provided that any such candidate (other than the Credit Suisse Nominee) is serving as a member of the Board as of the date thereof; provided further that the Credit Suisse Nominee is a member of the Board at such time pursuant to the terms hereof.
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