Common use of Voting of Shares; Election of Directors Clause in Contracts

Voting of Shares; Election of Directors. (a) Subject to Section 2.1(b), the Investors shall have full voting rights with respect to the Subject Shares pursuant to the Company’s Certificate of Incorporation and by-laws and applicable Law. (b) The Company and the Investors hereby agree that, until such time as an Investor Rights Termination Event has occurred, at any meeting of the stockholders of the Company, however called, or at any adjournment or postponement thereof (a “Company Stockholders’ Meeting”), or in any other circumstances upon which a vote, consent or other approval (including by written consent) is sought by or from the stockholders of the Company: (i) the Investors shall appear at such Company Stockholders’ Meeting or otherwise cause all Subject Shares to be counted as present thereat for the purpose of establishing a quorum; and (ii) with respect to any matter upon which a vote, consent or other approval (including by written consent) is sought by or from the stockholders of the Company in connection with the election or removal of directors or otherwise relating to procedures applicable to the election or removal of directors, the Investors shall vote and cause to be voted all Subject Shares to elect and otherwise retain as directors the two (2) individual directors or director nominees (as the case may be) designated by Phoenix pursuant to Section 2 of the Certificate of Designation, who shall initially be Xxxxxx X. Xxxxxxxx and Xxxxxx Xxxxx, and the one (1) individual director or director nominee (as the case may be) designated by the Required Holders pursuant to Section 2 of the Certificate of Designation, in each case, to serve on the Board, as provided in the Certificate of Designation; it being acknowledged and agreed that each of the Investors may vote or cause to be voted (or withhold its vote in respect of) all Subject Shares on all other matters (other than those described in the foregoing clause) in such manner as it determines in its sole and absolute discretion.