Common use of Voting Terms Clause in Contracts

Voting Terms. (a) During the term of this Agreement, Roff shall have the right to vote all the capital shares of the Companx xxth voting rights, including but not limited to the Common Stock and Preferred Stock of the Company, owned either directly or indirectly by the Shareholder ("Securities") as specified on the attached Schedule A hereto (including all Securities issued as dividends or distributions in respect thereof and as adjusted to reflect splits, combinations and conversions of the Securities as a result of the change in par value, merger, combination, exchange or otherwise), on all matters presented to the vote of the shareholders of the Company, either as separate classes or together as a single class, as Roff determines in his sole discretion; provided, however, that this Axxxxment shall not grant to Roff the right to vote the Securities in connection with any transactixx xr contract between the Company and one or more of the Company's directors or officers, or between the Company and any other entity in which one or more of the Company's officers or directors is an officer or director or has a financial interest. The right to vote the Securities during the term of this Agreement is given irrevocably by Shareholder. Notwithstanding the forgoing, the Securities are subject to an option granted by the Shareholder to Roff of even date herewith, and it is agreed by the parties hereto, thxx xo the extent the option is exercised by Roff, the number of Securities to which this Agreement applies and repxxxxnted by the option shares will be decreased. (b) For purposes of clarification, and not as a limitation, the right to vote the Securities shall extend to all matters presented to the shareholders of the Company including approvals of mergers, combinations, and acquisitions regardless of whether the Company is the surviving entity, reorganizations, recapitalizations, reclassifications, stock splits or exchanges, stock dividends, combinations of the capital securities of the Company, any change in the rights and privileges of the capital securities of the Company, any amendments to the certificate of incorporation of the Company and the election of directors. (c) The term Company will include any successor to the Company by means of merger, combination or exchange.

Voting Terms. (a) During the term of this Agreement, Roff ZDG shall have the right to vote all the capital shares of the Companx xxth Company with voting rights, including but not limited to the Common Stock and Preferred Stock of the Company, owned either directly or indirectly by the Shareholder ("Securities") as specified on the attached Schedule A hereto (including all Securities issued as dividends or distributions in respect thereof and as adjusted to reflect splits, combinations and conversions of the Securities as a result of the change in par value, merger, combination, exchange or otherwise), on all matters presented to the vote of the shareholders of the Company, either as separate classes or together as a single class, as Roff ZDG determines in his its sole discretion; provided, however, that this Axxxxment Agreement shall not grant to Roff ZDG the right to vote the Securities in connection with any transactixx xr transaction or contract between the Company and one or more of the Company's directors or officers, or between the Company and any other entity in which one or more of the Company's officers or directors is an officer or director or has a financial interest. The right to vote the Securities during the term of this Agreement is given irrevocably by Shareholder. Notwithstanding the forgoing, the Securities are subject to an option granted by the Shareholder to Roff ZDG of even date herewith, and it is agreed by the parties hereto, thxx xo that to the extent the option is exercised by RoffZDG, the number of Securities to which this Agreement applies and repxxxxnted represented by the option shares will be decreased. (b) For purposes of clarification, and not as a limitation, the right to vote the Securities shall extend to all matters presented to the shareholders of the Company including approvals of mergers, combinations, and acquisitions regardless of whether the Company is the surviving entity, reorganizations, recapitalizations, reclassifications, stock splits or exchanges, stock dividends, combinations of the capital securities of the Company, any change in the rights and privileges of the capital securities of the Company, any amendments to the certificate of incorporation of the Company and the election of directors. (c) The term Company will include any successor to the Company by means of merger, combination or exchange.

Voting Terms. (a) During the term of this Agreement, Roff ZDG shall have the right to vote all the capital shares of the Companx xxth Company with voting rights, including but not limited to the Common Stock and Preferred Stock of the Company, owned either directly or indirectly by the Shareholder ("Securities") as specified on the attached Schedule A hereto (including all Securities issued as dividends or distributions in respect thereof and as adjusted to reflect splits, combinations and conversions of the Securities as a result of the change in par value, merger, combination, exchange or otherwise), on all matters presented to the vote of the shareholders of the Company, either as separate classes or together as a single class, as Roff ZDG determines in his its sole discretion; provided, however, that this Axxxxment Agreement shall not grant to Roff ZDG the right to vote the Securities in connection with any transactixx xr transaction or contract between the Company and one or more of the Company's directors or officers, or between the Company and any other entity in which one or more of the Company's officers or directors is an officer or director or has a financial interest. The right to vote the Securities during the term of this Agreement is given irrevocably by Shareholder. Notwithstanding the forgoing, the Securities are subject to an option granted by the Shareholder to Roff ZDG of even date herewith, and it is agreed by the parties hereto, thxx xo that to the extent the option is exercised by RoffZDG, the number of Securities to which this Agreement applies and repxxxxnted represented by the option shares will be decreased. (b) For purposes of clarification, and not as a limitation, the right to vote the Securities shall extend to all matters presented to the shareholders of the Company including approvals of mergers, combinations, and acquisitions regardless of whether the Company is the surviving entity, reorganizations, recapitalizations, reclassifications, stock splits or exchanges, stock dividends, combinations of the capital securities of the Company, any change in the rights and privileges of the capital securities of the Company, any amendments to the certificate of incorporation of the Company and the election of directors. (c) The term Company will include any successor to the Company by means of merger, combination or exchange.