Common use of Voting of Securities Clause in Contracts

Voting of Securities. From and after the Closing Date until the later of (i) the fifth (5th) anniversary of the Closing Date and (ii) the expiration of the Standstill Period, in any vote or action by written consent of the shareholders of the Company, except as provided by Section 5.4, the Investor shall, and shall cause its Affiliates to, vote or execute a written consent with respect to all voting securities of the Company as to which it is entitled to vote or execute a written consent (A) in accordance with the recommendation of a majority of the Company’s board of directors, including the Designated Director, solely with respect to (i) the election of directors, provided that such directors are unanimously recommended by the Company’s board of directors, excluding the Designated Director; (ii) the approval of the Company’s auditor; (iii) the approval of, on a non-binding, advisory basis, the compensation of the Company’s named executive officers; (iv) the approval of an increase to the number of shares reserved for issuance or the issuance of shares under the Plans; (v) within the parameters of Rule 13.36 of the HK Listing Rules, the approval of the granting of a share issue mandate to the Company’s board of directors to issue, allot or deal with unissued Ordinary Shares and/or American Depositary Shares up to the next annual general meeting of shareholders of the Company, subject to the conditions described in the Company’s definitive proxy statement; and (vi) subject to the Company’s compliance with Section 5.16, the authorization of the Company and its underwriters, in their sole discretion, to allocate to each of Xxxxx Bros. Advisors LP and Xxxxxxxxx Capital Management, Ltd. and parties affiliated with each of them (the “Existing Shareholders”), up to a maximum amount of shares in order to maintain the same shareholding percentage of each of the Existing Shareholders (based on the then-outstanding share capital of the Company) before and after the allocation of the corresponding securities issued pursuant to an offering for a period of five years, which period will be subject to an extension on a rolling basis each year, conditional on the approval of the shareholders who are not Existing Shareholders, subject to the conditions described in the Company’s definitive proxy statement, provided that, to the extent permissible by the HK Listing Rules and subject to the Company’s ability to obtain any necessary waiver thereunder to seek shareholder approval therefor, any such authorization or a similar authorization provides for an allocation to the Investor in the same manner as the Existing Shareholders, and (B) in accordance with and proportional to the votes cast by shareholders entitled to vote other than the Investor, in any matter that arises as a result of a conflict due to the Collaboration Agreement. In furtherance of this Section 5.3, the Investor shall, and shall cause its Affiliates to, if and when requested by the Company from time to time, promptly execute and deliver to the Company an irrevocable proxy, substantially in the form of Exhibit B attached hereto, and irrevocably appoint the Company or its designees, with full power of substitution, its attorney, agent and proxy to vote (or cause to be voted) or to give consent with respect to, all of the voting securities of the Company as to which the Investor or Affiliate of the Investor is entitled to vote, in the manner and with respect to the matters set forth in this Section 5.3. The Investor acknowledges, and shall cause its Affiliates to acknowledge, that any such proxy executed and delivered shall be coupled with an interest, shall constitute, among other things, an inducement for the Company to enter into this Agreement, shall be irrevocable and binding on any successor in interest of the Investor or Affiliate of the Investor, as applicable, and shall not be terminated by operation of Law upon the occurrence of any event. Such proxy shall operate to revoke and render void any prior proxy as to any voting securities of the Company heretofore granted by the Investor or its Affiliate, as applicable, to the extent it is inconsistent herewith. Notwithstanding the foregoing, the irrevocable proxy shall be effective if, at any annual or special meeting of the shareholders of the Company (or any consent in lieu thereof) and at any adjournments or postponements of any such meetings, the Investor (A) fails to appear or otherwise fails to cause its voting securities of the Company to be counted as present for purposes of calculating a quorum, or (B) fails to vote such voting securities in accordance with this Section 5.3, in each case at least five (5) Business Days prior to the proxy voting deadline for such shareholders’ meeting (or within five (5) Business Days prior to the proxy voting deadline for an action to be taken by written consent in lieu of such shareholders’ meeting). Such proxy shall terminate upon the later of (i) the fifth (5th) anniversary of the Closing Date and (ii) the expiration of the Standstill Period.

Voting of Securities. From (a) Purchaser hereby agrees that, prior to the earlier to occur of the termination of the Merger Agreement or the consummation of the Merger, at any meeting of the stockholders of the Company (and at every adjournment and postponement thereof), however called, and in any written action by consent of stockholders of the Company, unless otherwise directed in writing by the Board of Directors of the Company, Purchaser shall cause the Common Shares to be voted proportionally with the balance of the votes cast at such meeting of stockholders or in connection with such written consent of stockholders of the Company on all matters relating to the Merger, the execution and delivery by the Company of the Merger Agreement, the adoption and approval of the Merger Agreement and the terms thereof, and each of the other actions contemplated by the Merger Agreement at such meeting of stockholders or in connection with such written consent of stockholders of the Company. (b) Commencing with the first stockholder vote or written consent after the Closing Date until Merger Termination Date, Purchaser hereby further agrees that, prior to the later earlier of (i) the fifth (5th) anniversary of the Closing Date and date hereof or (ii) the expiration first date after the Closing on which Purchaser holds less than five percent (5.0%) of the Standstill Period, in any vote or action by written consent of the shareholders outstanding Common stock of the Company, except as provided by Section 5.4, at any meeting of the Investor shall, and shall cause its Affiliates to, vote or execute a written consent with respect to all voting securities stockholders of the Company as (and at every adjournment and postponement thereof), however called, and in any written action by consent of stockholders of the Company, Purchaser shall cause the Common Shares or any portion thereof it holds of record on the applicable record date to which it is entitled to vote or execute a written consent (A) be voted either, at Purchaser’s sole discretion, in accordance with the recommendation recommendation(s) of a majority the Board of Directors of the Company set forth in the applicable definitive proxy materials or information statement on all matters not identified in Section 8.4(a) above or proportionally with the balance of the votes cast at such meeting of stockholders or in connection with such written consent of stockholders of the Company’s board of directors, including the Designated Director, solely with respect to . (ic) the election of directors, provided that such directors are unanimously recommended by the Company’s board of directors, excluding the Designated Director; (ii) the approval Each certificate representing any of the CompanyCommon Shares bear the following legend until Purchaser’s auditor; (iii) the approval of, on a non-binding, advisory basis, the compensation of the Company’s named executive officers; (iv) the approval of an increase to the number of shares reserved for issuance or the issuance of shares obligations under the Plans; (v) within the parameters of Rule 13.36 of the HK Listing Rules, the approval of the granting of a share issue mandate to the Company’s board of directors to issue, allot or deal with unissued Ordinary Shares and/or American Depositary Shares up to the next annual general meeting of shareholders of the Company, subject to the conditions described in the Company’s definitive proxy statement; and (vi) subject to the Company’s compliance with Section 5.16, the authorization of the Company and its underwriters, in their sole discretion, to allocate to each of Xxxxx Bros. Advisors LP and Xxxxxxxxx Capital Management, Ltd. and parties affiliated with each of them (the “Existing Shareholders”), up to a maximum amount of shares in order to maintain the same shareholding percentage of each of the Existing Shareholders (based on the then-outstanding share capital of the Company) before and after the allocation of the corresponding securities issued pursuant to an offering for a period of five years, which period will be subject to an extension on a rolling basis each year, conditional on the approval of the shareholders who are not Existing Shareholders, subject to the conditions described in the Company’s definitive proxy statement, provided that, to the extent permissible by the HK Listing Rules and subject to the Company’s ability to obtain any necessary waiver thereunder to seek shareholder approval therefor, any such authorization or a similar authorization provides for an allocation to the Investor in the same manner as the Existing Shareholders, and (B) in accordance with and proportional to the votes cast by shareholders entitled to vote other than the Investor, in any matter that arises as a result of a conflict due to the Collaboration Agreement. In furtherance of this Section 5.38.4 have expired: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF AN AGREEMENT WHICH PLACES CERTAIN RESTRICTIONS ON THE VOTING OF THE SHARES REPRESENTED HEREBY. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE UPON WRITTEN REQUEST TO SOLEXA, the Investor shall, and shall cause its Affiliates to, if and when requested by the Company from time to time, promptly execute and deliver to the Company an irrevocable proxy, substantially in the form of Exhibit B attached hereto, and irrevocably appoint the Company or its designees, with full power of substitution, its attorney, agent and proxy to vote (or cause to be voted) or to give consent with respect to, all of the voting securities of the Company as to which the Investor or Affiliate of the Investor is entitled to vote, in the manner and with respect to the matters set forth in this Section 5.3INC. The Investor acknowledges, and shall cause its Affiliates to acknowledge, that any such proxy executed and delivered shall be coupled with an interest, shall constitute, among other things, an inducement for the Company to enter into this Agreement, shall be irrevocable and binding on any successor in interest of the Investor or Affiliate of the Investor, as applicable, and shall not be terminated by operation of Law upon the occurrence of any event. Such proxy shall operate to revoke and render void any prior proxy as to any voting securities of the Company heretofore granted by the Investor or its Affiliate, as applicable, to the extent it is inconsistent herewith. Notwithstanding the foregoing, the irrevocable proxy shall be effective if, at any annual or special meeting of the shareholders of the Company (or any consent in lieu thereof) and at any adjournments or postponements of any such meetings, the Investor (A) fails to appear or otherwise fails to cause its voting securities of the Company to be counted as present for purposes of calculating a quorum, or (B) fails to vote such voting securities in accordance with this Section 5.3, in each case at least five (5) Business Days prior to the proxy voting deadline for such shareholders’ meeting (or within five (5) Business Days prior to the proxy voting deadline for an action to be taken by written consent in lieu of such shareholders’ meeting). Such proxy shall terminate upon the later of (i) the fifth (5th) anniversary of the Closing Date and (ii) the expiration of the Standstill PeriodAT ITS PRINCIPAL PLACE OF BUSINESS.”

Voting of Securities. From During the period commencing on the date hereof and after the Closing Date continuing until the later earliest of (ia) the fifth Effective Time, (5thb) anniversary termination of the Closing Date and (ii) the expiration of the Standstill Period, in any vote or action by written consent of the shareholders of the Company, except as provided by Section 5.4, the Investor shall, and shall cause its Affiliates to, vote or execute a written consent with respect to all voting securities of the Company as to which it is entitled to vote or execute a written consent (A) Merger Agreement in accordance with the recommendation of a majority of the Company’s board of directors, including the Designated Director, solely with respect to (i) the election of directors, provided that such directors are unanimously recommended by the Company’s board of directors, excluding the Designated Director; (ii) the approval of the Company’s auditor; (iii) the approval of, on a non-binding, advisory basis, the compensation of the Company’s named executive officers; (iv) the approval of an increase to the number of shares reserved for issuance or the issuance of shares under the Plans; (v) within the parameters of Rule 13.36 of the HK Listing Rules, the approval of the granting of a share issue mandate to the Company’s board of directors to issue, allot or deal with unissued Ordinary Shares and/or American Depositary Shares up to the next annual general meeting of shareholders of the Company, subject to the conditions described in the Company’s definitive proxy statement; its terms and (vic) subject to the Company’s compliance with Section 5.16, the authorization termination of the Company and its underwriters, in their sole discretion, to allocate to each of Xxxxx Bros. Advisors LP and Xxxxxxxxx Capital Management, Ltd. and parties affiliated with each of them this Agreement (the “Existing Shareholders”"Support Period"), up to a maximum amount of shares in order to maintain at the same shareholding percentage of each of the Existing Shareholders (based on the then-outstanding share capital of the Company) before and after the allocation of the corresponding securities issued pursuant to an offering for a period of five yearsParent Stockholders Meeting or at any adjournment, which period will be subject to an extension on a rolling basis each year, conditional on the approval of the shareholders who are not Existing Shareholders, subject to the conditions described in the Company’s definitive proxy statement, provided that, to the extent permissible by the HK Listing Rules and subject to the Company’s ability to obtain any necessary waiver thereunder to seek shareholder approval therefor, any such authorization postponement or a similar authorization provides for an allocation to the Investor in the same manner as the Existing Shareholders, and (B) in accordance with and proportional to the votes cast by shareholders entitled to vote other than the Investor, continuation thereof or in any matter that arises as a result of a conflict due to the Collaboration Agreement. In furtherance of this Section 5.3, the Investor shall, and shall cause its Affiliates to, if and when requested by the Company from time to time, promptly execute and deliver to the Company an irrevocable proxy, substantially in the form of Exhibit B attached hereto, and irrevocably appoint the Company or its designees, with full power of substitution, its attorney, agent and proxy to vote other circumstances (or cause to be voted) or to give consent with respect to, all of the voting securities of the Company as to which the Investor or Affiliate of the Investor is entitled to vote, in the manner and with respect to the matters set forth in this Section 5.3. The Investor acknowledges, and shall cause its Affiliates to acknowledge, that including any such proxy executed and delivered shall be coupled with an interest, shall constitute, among other things, an inducement for the Company to enter into this Agreement, shall be irrevocable and binding on any successor in interest of the Investor or Affiliate of the Investor, as applicable, and shall not be terminated by operation of Law upon the occurrence of any event. Such proxy shall operate to revoke and render void any prior proxy as to any voting securities of the Company heretofore granted by the Investor or its Affiliate, as applicable, to the extent it is inconsistent herewith. Notwithstanding the foregoing, the irrevocable proxy shall be effective if, at any annual or special meeting of the shareholders stockholders of Parent, any action by prior written consent or any separate class vote) in which a vote, consent or other approval with respect to the issuance of shares of Parent Common Stock in the Merger or otherwise in connection with the Merger, the Merger Agreement or any of the Company (or transactions contemplated by the Merger Agreement, including any consent in lieu thereof) and at any adjournments or postponements separate class vote of any Securities, each Stockholder hereby irrevocably and unconditionally agrees to vote or to cause to be voted (in person, by proxy or otherwise) all of such meetings, Stockholder's Securities entitled to vote thereon and held by such Stockholder at the Investor time of such vote (i) in favor of (A) fails to appear or otherwise fails to cause its voting securities the issuance of shares of Parent Common Stock in the Company to be counted as present for purposes of calculating a quorum, or Merger and (B) fails to vote such voting securities in accordance with this Section 5.3if applicable, in each case at least five (5) Business Days prior to the proxy voting deadline for such shareholders’ meeting (Merger, the Merger Agreement or within five (5) Business Days prior to the proxy voting deadline for an action to be taken by written consent in lieu of such shareholders’ meeting). Such proxy shall terminate upon the later of (i) the fifth (5th) anniversary any of the Closing Date transactions contemplated by the Merger Agreement and (ii) against (A) any other Acquisition Proposal (whether or not a Superior Proposal) with respect to Parent, (B) any proposal for any merger, consolidation, sale of assets, business combination, share exchange, reorganization or recapitalization of Parent or any of its subsidiaries that is in competition or inconsistent with the expiration adoption of the Standstill PeriodMerger Agreement, or any proposal to effect the foregoing that is made in opposition to or in competition with the transactions contemplated by the Merger Agreement, (C) any liquidation or winding up of Parent, (D) any extraordinary dividend by Parent (other than the payment of any cash dividend that Parent is expressly permitted to make under the Merger Agreement) and (E) any change in the capital structure of Parent (other than any change in capital structure resulting from the Merger or expressly permitted under the Merger Agreement). Neither the foregoing agreements of the Stockholders to vote, nor any such actual vote by the Stockholders, shall be or be deemed to be a waiver of any rights the Stockholders have pursuant to the Purchase Agreement or the Certificate of Designations nor shall any such vote or agreement to vote constitute or be deemed to constitute any consent, waiver, acknowledgement or agreement with respect to any of the matters described in the second sentence of Section 6.1.

Voting of Securities. From and after the Closing Date until the later of (i) the fifth (5th) anniversary of the Closing Date and (ii) the expiration of the Standstill Period, in any vote or action by written consent of the shareholders of the Company, except as provided by Section 5.4, the Investor shall, and shall cause its Affiliates to, vote or execute a written consent with respect to all voting securities of the Company as to which it is entitled to vote or execute a written consent (A) in accordance with the recommendation of a majority of the Company’s 's board of directors, including the Designated Director, solely with respect to (i) the election of directors, provided that such directors are unanimously recommended by the Company’s 's board of directors, excluding the Designated Director; (ii) the approval of the Company’s 's auditor; (iii) the approval of, on a non-binding, advisory basis, the compensation of the Company’s 's named executive officers; (iv) the approval of an increase to the number of shares reserved for issuance or the issuance of shares under the Plans; (v) within the parameters of Rule 13.36 of the HK Listing Rules, the approval of the granting of a share issue mandate to the Company’s 's board of directors to issue, allot or deal with unissued Ordinary Shares and/or American Depositary Shares up to the next annual general meeting of shareholders of the Company, subject to the conditions described in the Company’s 's definitive proxy statement; and (vi) subject to the Company’s 's compliance with Section 5.16, the authorization of the Company and its underwriters, in their sole discretion, to allocate to each of Xxxxx Bros. Advisors LP and Xxxxxxxxx Capital Management, Ltd. and parties affiliated with each of them (the “Existing Shareholders”), up to a maximum amount of shares in order to maintain the same shareholding percentage of each of the Existing Shareholders (based on the then-outstanding share capital of the Company) before and after the allocation of the corresponding securities issued pursuant to an offering for a period of five years, which period will be subject to an extension on a rolling basis each year, conditional on the approval of the shareholders who are not Existing Shareholders, subject to the conditions described in the Company’s definitive proxy statement, provided that, to the extent permissible by the HK Listing Rules and subject to the Company’s 's ability to obtain any necessary waiver thereunder to seek shareholder approval therefor, any such authorization or a similar authorization provides for an allocation to the Investor in the same manner as the Existing Shareholders, and (B) in accordance with and proportional to the votes cast by shareholders entitled to vote other than the Investor, in any matter that arises as a result of a conflict due to the Collaboration Agreement. In furtherance of this Section 5.3, the Investor shall, and shall cause its Affiliates to, if and when requested by the Company from time to time, promptly execute and deliver to the Company an irrevocable proxy, substantially in the form of Exhibit B attached hereto, and irrevocably appoint the Company or its designees, with full power of substitution, its attorney, agent and proxy to vote (or cause to be voted) or to give consent with respect to, all of the voting securities of the Company as to which the Investor or Affiliate of the Investor is entitled to vote, in the manner and with respect to the matters set forth in this Section 5.3. The Investor acknowledges, and shall cause its Affiliates to acknowledge, that any such proxy executed and delivered shall be coupled with an interest, shall constitute, among other things, an inducement for the Company to enter into this Agreement, shall be irrevocable and binding on any successor in interest of the Investor or Affiliate of the Investor, as applicable, and shall not be terminated by operation of Law upon the occurrence of any event. Such proxy shall operate to revoke and render void any prior proxy as to any voting securities of the Company heretofore granted by the Investor or its Affiliate, as applicable, to the extent it is inconsistent herewith. Notwithstanding the foregoing, the irrevocable proxy shall be effective if, at any annual or special meeting of the shareholders of the Company (or any consent in lieu thereof) and at any adjournments or postponements of any such meetings, the Investor (A) fails to appear or otherwise fails to cause its voting securities of the Company to be counted as present for purposes of calculating a quorum, or (B) fails to vote such voting securities in accordance with this Section 5.3, in each case at least five (5) Business Days prior to the proxy voting deadline for such shareholders’ meeting (or within five (5) Business Days prior to the proxy voting deadline for an action to be taken by written consent in lieu of such shareholders’ meeting). Such proxy shall terminate upon the later of (i) the fifth (5th) anniversary of the Closing Date and (ii) the expiration of the Standstill Period.

Voting of Securities. From and after the Closing Date until the later date of (i) the fifth (5th) anniversary of the Closing Date and (ii) the expiration of the Standstill Periodthis Agreement, other than as permitted by Section 5.2 with respect to Extraordinary Matters, in any vote or action by written consent of the shareholders stockholders of the CompanyCompany (including, except as provided by Section 5.4without limitation, with respect to the election of directors), the Investor Purchaser Parties shall, and shall cause its their respective Affiliates to, vote or execute a written consent with respect to all voting securities of the Company as to which it is they are entitled to vote or execute a written consent consent, in the sole discretion of the Purchaser Parties, either (Aa) in accordance with the recommendation of a majority of the Company’s board Board of directors, including Directors or (b) if such Purchaser Party or Affiliate of a Purchaser Party has delivered written notice to the Designated Director, solely with respect Company at any time prior to (i) the election of directors, provided that such directors are unanimously recommended by vote on any given matter or the Company’s board of directors, excluding the Designated Director; (ii) the approval of the Company’s auditor; (iii) the approval of, on a non-binding, advisory basis, the compensation of the Company’s named executive officers; (iv) the approval effective time of an increase action to the number of shares reserved for issuance or the issuance of shares under the Plans; (v) within the parameters of Rule 13.36 of the HK Listing Rulesbe taken by written consent, the approval of the granting of a share issue mandate setting forth its intent to the Company’s board of directors vote pursuant to issue, allot or deal with unissued Ordinary Shares and/or American Depositary Shares up to the next annual general meeting of shareholders of the Company, subject to the conditions described in the Company’s definitive proxy statement; and (vi) subject to the Company’s compliance with this Section 5.16, the authorization of the Company and its underwriters, in their sole discretion, to allocate to each of Xxxxx Bros. Advisors LP and Xxxxxxxxx Capital Management, Ltd. and parties affiliated with each of them (the “Existing Shareholders”5.1(b), up to a maximum amount of shares in order to maintain the same shareholding percentage of each of the Existing Shareholders (based on the then-outstanding share capital of the Company) before and after the allocation of the corresponding securities issued pursuant to an offering for a period of five years, which period will be subject to an extension on a rolling basis each year, conditional on the approval of the shareholders who are not Existing Shareholders, subject to the conditions described in the Company’s definitive proxy statement, provided that, to the extent permissible by the HK Listing Rules and subject to the Company’s ability to obtain any necessary waiver thereunder to seek shareholder approval therefor, any such authorization or a similar authorization provides for an allocation to the Investor in the same manner proportion as the Existing Shareholders, and (B) in accordance with and proportional to the votes cast by shareholders all other holders of all classes of voting securities of the Company (as estimated by the inspector of election immediately prior to the closing of the polls with respect to the vote on any given matter, subject to adjustment for the inspector of election’s final tabulation of votes cast). In the event that a Purchaser Party or Affiliate of a Purchaser Party does not deliver written notice to the Company as provided in Section 5.1(b), such Person shall be deemed to have elected to vote all voting securities of the Company as to which it is entitled to vote other than the Investor, as provided in any matter that arises as a result of a conflict due to the Collaboration AgreementSection 5.1(a). In furtherance of this Section 5.35.1, the Investor Purchaser Parties shall, and shall cause its their respective Affiliates to, if and when requested by the Company from time to time, promptly execute and deliver to the Company an irrevocable proxy, substantially in the form of Exhibit B A attached hereto, and irrevocably appoint the Company or its designees, with full power of substitution, its attorney, agent and proxy to vote (or cause to be voted) or to give consent with respect to, all of the voting securities of the Company as to which the Investor such Purchaser Party or Affiliate of the Investor a Purchaser Party is entitled to vote, in the manner and with respect to the matters set forth in this Section 5.35.1. The Investor acknowledgesPurchaser Parties acknowledge, and shall cause its their Affiliates to acknowledge, that any such proxy executed and delivered shall be coupled with an interest, shall constitute, among other things, an inducement for the Company to enter into this Agreement, shall be irrevocable and binding on any successor in interest of the Investor such Purchaser Party or Affiliate of the Investorsuch Purchaser Party, as applicable, and shall not be terminated by operation of Law upon the occurrence of any event. Such proxy shall operate to revoke and render void any prior proxy as to any voting securities of the Company heretofore granted by the Investor such Purchaser Party or its AffiliateAffiliate of such Purchaser Party, as applicable, to the extent it is inconsistent herewith. Notwithstanding the foregoing, the irrevocable proxy shall be effective if, at any annual or special meeting of the shareholders of the Company (or any consent in lieu thereof) and at any adjournments or postponements of any such meetings, the Investor (A) fails to appear or otherwise fails to cause its voting securities of the Company to be counted as present for purposes of calculating a quorum, or (B) fails to vote such voting securities in accordance with this Section 5.3, in each case at least five (5) Business Days prior to the proxy voting deadline for such shareholders’ meeting (or within five (5) Business Days prior to the proxy voting deadline for an action to be taken by written consent in lieu of such shareholders’ meeting). Such proxy shall terminate upon the later of (i) the fifth (5th) anniversary earlier of the Closing Date and (ii) the expiration or termination of the Standstill Periodthis Section 5.1.

Voting of Securities. From and after (a) The Safeguard Entities shall vote the Closing Date until Securities they own of record, or beneficially own, in favor of the later NASDAQ Stockholder Approval (which affirmative vote may be in the form of a written consent, as may be requested by the Company). (b) Unless (i) mutually agreed to by Oak and the fifth (5th) anniversary of the Closing Date and Safeguard Entities, (ii) the expiration net proceeds (to the extent consisting of cash or securities listed on a national securities exchange) per share of Common Stock of the Standstill PeriodCompany received at the closing of any transaction described in this Section 4(b) will be equal to or greater than $3.80 (as adjusted for any stock split, in any vote or action by written consent of consolidation, reorganization, merger, dissolution and the shareholders of the Company, except as provided by Section 5.4, the Investor shall, and shall cause its Affiliates to, vote or execute a written consent like with respect to all voting securities such shares), or (iii) the transaction is approved by at least two-thirds (2/3) of the members of the Board of Directors of the Company as to which (each, an “Approved Change in Control”), neither Oak nor any of the Safeguard Entities shall vote any Securities it is entitled to vote owns of record, or execute a written consent (A) beneficially owns, in accordance with the recommendation favor of a majority sale of all of substantially all of the Company’s board consolidated assets of directorsthe Company or any merger, including consolidation or similar transaction requiring a vote of the Designated Directorstockholders of the Company where the holders of capital stock of the Company immediately prior to such transaction will hold 50% or less of the voting power of the Company surviving such transaction (or other Person which is the issuer of the capital stock into which the capital stock of the Company is converted or exchanged in such transaction). Notwithstanding anything to the contrary contained herein, solely this provision shall be of no further force or effect beyond December 31, 2010. (c) Neither Oak nor any Safeguard Entity will: (i) grant any proxy, power of attorney or other authorization or consent in or with respect to (i) the election of directors, provided that such directors are unanimously recommended by the Company’s board of directors, excluding the Designated DirectorSecurities; (ii) the approval of the Company’s auditordeposit Securities into a voting trust or enter into a voting agreement or arrangement with respect to Securities; or (iii) the approval of, on a non-binding, advisory basis, the compensation of the Company’s named executive officers; (iv) the approval of an increase to the number of shares reserved for issuance or the issuance of shares under the Plans; (v) within the parameters of Rule 13.36 of the HK Listing Rules, the approval of the granting of a share issue mandate to the Company’s board of directors to issue, allot or deal with unissued Ordinary Shares and/or American Depositary Shares up to the next annual general meeting of shareholders of the Company, subject to the conditions described in the Company’s definitive proxy statement; and (vi) subject to the Company’s compliance with Section 5.16, the authorization of the Company and its underwriters, in their sole discretion, to allocate to each of Xxxxx Bros. Advisors LP and Xxxxxxxxx Capital Management, Ltd. and parties affiliated with each of them (the “Existing Shareholders”), up to a maximum amount of shares in order to maintain the same shareholding percentage of each of the Existing Shareholders (based on the then-outstanding share capital of the Company) before and after the allocation of the corresponding securities issued pursuant to an offering for a period of five years, which period will be subject to an extension on a rolling basis each year, conditional on the approval of the shareholders who are not Existing Shareholders, subject to the conditions described in the Company’s definitive proxy statement, provided that, to the extent permissible by the HK Listing Rules and subject to the Company’s ability to obtain take any necessary waiver thereunder to seek shareholder approval therefor, any such authorization or a similar authorization provides for an allocation to the Investor in the same manner as the Existing Shareholders, and (B) in accordance with and proportional to the votes cast by shareholders entitled to vote other than the Investor, in any matter that arises as a result of a conflict due to the Collaboration Agreement. In furtherance of this Section 5.3, the Investor shall, and shall cause its Affiliates to, if and when requested by the Company from time to time, promptly execute and deliver to the Company an irrevocable proxy, substantially in the form of Exhibit B attached hereto, and irrevocably appoint the Company or its designees, with full power of substitution, its attorney, agent and proxy to vote (or cause to be voted) or to give consent with respect to, all of the voting securities of the Company as to which the Investor or Affiliate of the Investor is entitled to vote, in the manner and action with respect to Securities that would in any way restrict, limit or interfere with the matters set forth in this Section 5.3. The Investor acknowledges, and shall cause performance of its Affiliates to acknowledge, that any such proxy executed and delivered shall be coupled with an interest, shall constitute, among other things, an inducement for obligations hereunder or the Company to enter into this Agreement, shall be irrevocable and binding on any successor in interest of the Investor or Affiliate of the Investor, as applicable, and shall not be terminated by operation of Law upon the occurrence of any event. Such proxy shall operate to revoke and render void any prior proxy as to any voting securities of the Company heretofore granted by the Investor or its Affiliate, as applicable, to the extent it is inconsistent herewith. Notwithstanding the foregoing, the irrevocable proxy shall be effective if, at any annual or special meeting of the shareholders of the Company (or any consent in lieu thereof) and at any adjournments or postponements of any such meetings, the Investor (A) fails to appear or otherwise fails to cause its voting securities of the Company to be counted as present for purposes of calculating a quorum, or (B) fails to vote such voting securities in accordance with this Section 5.3, in each case at least five (5) Business Days prior to the proxy voting deadline for such shareholders’ meeting (or within five (5) Business Days prior to the proxy voting deadline for an action to be taken by written consent in lieu of such shareholders’ meeting). Such proxy shall terminate upon the later of (i) the fifth (5th) anniversary of the Closing Date and (ii) the expiration of the Standstill Periodtransactions contemplated hereby.