Common use of Voting Provisions Clause in Contracts

Voting Provisions. During the Standstill Period, each member of the Privet Group shall cause, and shall cause its respective Affiliates to cause, all shares of Common Stock or any rights, warrants, options or other securities convertible into or exchangeable for shares of Common Stock or any other securities of the Company for which they have the right to vote to be present for quorum purposes and to be voted at any meeting of shareholders or at any adjournments or postponements thereof, and to consent in connection with any action by consent in lieu of a meeting, (i) in favor of each director nominated and recommended by the Board for election at any such meeting, (ii) against any shareholder nominations for director which are not approved and recommended by the Board for election at any such meeting and against any proposals or resolutions to remove any member of the Board and (iii) in accordance with the recommendations of the Board on all other proposals of the Board set forth in the Company’s proxy statements; provided, however, in the event that Institutional Shareholder Services Inc. (“ISS”) recommends otherwise with respect to any proposals (other than the election or removal of directors), the Privet Group shall be permitted to vote in accordance with ISS recommendation; provided, further, that if a proposal with respect to any Extraordinary Matter is presented, the Privet Group may vote in its sole discretion with respect to such matter. Each member of the Privet Group shall also cause, and shall cause its respective Affiliates to cause, all shares of Common Stock for which they have the right to vote to be present for quorum purposes and to be voted in accordance with this Section 2.2 at the 2017 Annual Meeting or at any adjournments or postponements thereof. Not later than five (5) business days prior to the 2017 Annual Meeting, each member of the Privet Group shall vote in accordance with this Section 2.2 and shall not revoke or change any such vote.

Voting Provisions. During the Standstill Period, and other than at the Company’s 2015 Annual Meeting, each member of the Privet Clinton Group shall cause, and shall cause its respective Affiliates to cause, all shares of Common Stock or any rights, warrants, options or other securities convertible into or exchangeable for shares of Common Stock or any other securities of the Company (such rights, warrants, options or other securities, the “Other Securities”) for which they have the right to vote to be present for quorum purposes and to be voted at any meeting of shareholders or at any adjournments or postponements thereof, and to consent in connection with any action by consent in lieu of a meeting, (i) in favor of each director nominated and recommended by the Board for election at any such meeting, (ii) against any shareholder nominations for director which are not approved and recommended by the Board for election at any such meeting and against any proposals or resolutions to remove any member of the Board and (iii) in accordance with the recommendations of recommendation by the Board in accordance with the terms of this Agreement on all other proposals of the Board set forth in the Company’s proxy statements; providedstatement (except that the Clinton Group and its Affiliates shall not be required to vote its shares of Common Stock or Other Securities in accordance with the recommendations of the Board in connection with (A) any extraordinary corporate transaction involving the Company or any of its Affiliates, howeverincluding, in a change of control transaction, merger, reorganization, recapitalization, extraordinary dividend, liquidation or sale or transfer of all or substantially all the event Company’s assets or any other transaction the result of which is that Institutional Shareholder Services Inc. the holders of the Common Stock of the Company immediately prior to the consummation of such transaction would cease to own at least a majority of the issued and outstanding shares of common stock of the resulting company (“ISS”or, if such resulting company is a subsidiary, then the ultimate parent company), (B) recommends otherwise approval of a shareholder rights plan, (C) amendments to the Company’s articles of incorporation or bylaws that diminish shareholder rights relative to the rights shareholders have with respect to the Company as of the date hereof, (D) new or amended equity incentive compensation plans submitted for shareholder approval, (E) any proposals other matter that restricts rights of shareholders or (other than F) any issuance of securities of the election or removal of directorsCompany (each an "Extraordinary Transaction"), the Privet Group shall be permitted to vote in accordance with ISS recommendation; provided, further, that if a proposal with respect to any Extraordinary Matter is presented, the Privet Group may vote in its sole discretion with respect to such matter). Each member of the Privet Clinton Group shall also cause, and shall cause its respective Affiliates to cause, all shares of Common Stock or Other Securities for which they have the right to vote to be present for quorum purposes and to be voted in accordance with this Section 2.2 at the 2017 Company’s 2015 Annual Meeting or at any adjournments or postponements thereof, in accordance with the recommendation by the Board with respect to the election of Mx. XxXxxxxxx, Mx. XxXxxxxxxx, the Director Designees and each of the Board’s nominees that is currently an incumbent director for election to the Board, and ratification of the Company’s independent registered public accounting firm. Not later than five one (51) business days day prior to the 2017 Annual Meetingsuch meeting of shareholders, each member of the Privet Clinton Group shall vote in accordance with this Section 2.2 2.4 and shall not revoke or change any such votevote in accordance with the terms of this Agreement unless such revocation or change is recommended by the Board.

Voting Provisions. During the Standstill Period, each member of the Privet Gilead Group shall cause, and shall cause its respective Affiliates to cause, all shares of Common Stock or any rights, warrants, options or other securities convertible into or exchangeable for shares of Common Stock or any other securities of the Company for which they have the right to vote to be present for quorum purposes and to be voted at any meeting of shareholders stockholders or at any adjournments or postponements thereof, and to consent in connection with any action by consent in lieu of a meeting, (i) in favor of each director nominated and recommended by the Board for election at any such meeting, (ii) against any shareholder stockholder nominations for director which that are not approved and recommended by the Board for election at any such meeting and against any proposals or resolutions to remove any member of the Board and (iii) in accordance with the recommendations of by the Board on all other proposals of the Board set forth in the Company’s proxy statements; provided, however, that in the event that both Institutional Shareholder Services Inc. (“ISS”) recommends and Glass Lewis & Co., LLC (“Glass Lewis”) recommend otherwise with respect to any proposals proposal submitted by the Company or any of its stockholders (other than proposals relating to the election or removal of directors), each member of the Privet Gilead Group shall will be permitted to vote in accordance with the ISS recommendationand Glass Lewis recommendations; provided, further, that if each member of the Gilead Group shall be permitted, in its sole discretion, to vote in a manner consistent with the recommendation of ISS or Glass Lewis on any proposal with of the Company in respect to of any Extraordinary Matter is presented(as defined below). During the Standstill Period, the Privet Group may vote in its sole discretion with respect to such matter. Each each member of the Privet Gilead Group shall also cause, and shall cause its respective Affiliates to cause, all shares of Common Stock for which they have the right to vote to be present for quorum purposes and to be voted in accordance with this Section 2.2 1.2 at each of the 2017 Company’s Annual Meeting or at Meetings of the Stockholders, and any adjournments or postponements thereof. Not During the Standstill Period, not later than five (5) business days prior to each of the 2017 Company’s Annual MeetingMeetings of the Stockholders, each member of the Privet Gilead Group shall vote in accordance with this Section 2.2 1.2 and shall not revoke or change any such vote.

Voting Provisions. During the Standstill Period, each member of the Privet Gilead Group shall cause, and shall cause its respective Affiliates to cause, all shares of Common Stock or any rights, warrants, options or other securities convertible into or exchangeable for shares of Common Stock or any other securities of the Company for which they have the right to vote to be present for quorum purposes and to be voted at any meeting of shareholders stockholders or at any adjournments or postponements thereof, and to consent in connection with any action by consent in lieu of a meeting, (i) in favor of each director nominated and recommended by the Board for election at any such meeting, (ii) against any shareholder stockholder nominations for director which that are not approved and recommended by the Board for election at any such meeting and against any proposals or resolutions to remove any member of the Board and (iii) in accordance with the recommendations of by the Board on all other proposals of the Board set forth in the Company’s proxy statements; provided. During the Standstill Period, however, in the event that Institutional Shareholder Services Inc. (“ISS”) recommends otherwise with respect to any proposals (other than the election or removal of directors), the Privet Group shall be permitted to vote in accordance with ISS recommendation; provided, further, that if a proposal with respect to any Extraordinary Matter is presented, the Privet Group may vote in its sole discretion with respect to such matter. Each each member of the Privet Gilead Group shall also cause, and shall cause its respective Affiliates to cause, all shares of Common Stock for which they have the right to vote to be present for quorum purposes and to be voted in accordance with this Section 2.2 1.2 at each of the 2017 Company’s Annual Meeting or at Meetings of the Stockholders, and any adjournments or postponements thereof. Not During the Standstill Period, not later than five (5) business days prior to each of the 2017 Company’s Annual MeetingMeetings of the Stockholders, each member of the Privet Gilead Group shall vote in accordance with this Section 2.2 1.2 and shall not revoke or change any such vote.

Voting Provisions. During the Standstill Period, each member of the Privet Gilead Group shall cause, and shall cause its respective Affiliates to cause, all shares of Common Stock or any rights, warrants, options or other securities convertible into or exchangeable for shares of Common Stock or any other securities of the Company for which they have the right to vote to be present for quorum purposes and to be voted at any meeting of shareholders stockholders or at any adjournments or postponements thereof, and to consent in connection with any action by consent in lieu of a meeting, (i) in favor of each director nominated and recommended by the Board for election at any such meeting, (ii) against any shareholder stockholder nominations for director which that are not approved and recommended by the Board for election at any such meeting and against any proposals or resolutions to remove any member of the Board and (iii) in accordance with the recommendations of by the Board on all other proposals of the Board 3 set forth in the Company’s proxy statements; provided. During the Standstill Period, however, in the event that Institutional Shareholder Services Inc. (“ISS”) recommends otherwise with respect to any proposals (other than the election or removal of directors), the Privet Group shall be permitted to vote in accordance with ISS recommendation; provided, further, that if a proposal with respect to any Extraordinary Matter is presented, the Privet Group may vote in its sole discretion with respect to such matter. Each each member of the Privet Gilead Group shall also cause, and shall cause its respective Affiliates to cause, all shares of Common Stock for which they have the right to vote to be present for quorum purposes and to be voted in accordance with this Section 2.2 1.2 at each of the 2017 Company’s Annual Meeting or at Meetings of the Stockholders, and any adjournments or postponements thereof. Not During the Standstill Period, not later than five (5) business days prior to each of the 2017 Company’s Annual MeetingMeetings of the Stockholders, each member of the Privet Gilead Group shall vote in accordance with this Section 2.2 1.2 and shall not revoke or change any such vote.

Voting Provisions. During the Standstill Period, each member of the Privet Group shall cause, and shall cause its respective Affiliates to cause, all shares of Common Stock or any rights, warrants, options or other securities convertible into or exchangeable for shares of Common Stock or any other securities of the Company for which they have the right to vote to be present for quorum purposes and to be voted at any meeting of shareholders or at any adjournments or postponements thereof, and to consent in connection with any action by consent in lieu of a meeting, (i) in favor of each director nominated and recommended by the Board for election at any such meeting, (ii) against any shareholder nominations for director which are not approved and recommended by the Board for election at any such meeting and against any proposals or resolutions to remove any member of the Board and (iii) in accordance with the recommendations of by the Board on all other proposals of the Board set forth in the Company’s proxy statements; provided, however, in the event that Institutional Shareholder Services Inc. (“ISS”) or Glass, Lewis & Co., LLC (“Glass Lewis”) recommends otherwise with respect to any proposals (other than the election or removal of directors), the Privet Group shall be permitted to vote in accordance with ISS or Glass Lewis recommendation; provided, further, that if a proposal with respect to any Extraordinary Matter is presented, the Privet Group may vote in its sole discretion with respect to such matter. Each member of the Privet Group shall also cause, and shall cause its respective Affiliates to cause, all shares of Common Stock for which they have the right to vote to be present for quorum purposes and to be voted in accordance with this Section 2.2 at each of the 2016 Annual Meeting, the 2017 Annual Meeting or at any adjournments or postponements thereof. Not later than five (5) business days prior to each of the 2016 Annual Meeting and 2017 Annual Meeting, each member of the Privet Group shall vote in accordance with this Section 2.2 and shall not revoke or change any such vote.