Common use of Waiver of Voting Rights Clause in Contracts

Waiver of Voting Rights. Notwithstanding anything in the Company’s Organizational Documents to the contrary, from and after the Closing, unless otherwise required under applicable law, the Stockholder agrees that to the extent the Subject Shares exceed 45% of the Outstanding Voting Securities, the Stockholder shall only vote or cause to be voted that number of Subject Shares equal to the Applicable Percentage of the Public Voting Securities outstanding on the relevant record date (with the result rounded down to the nearest whole number of Subject Shares) on any matter submitted to the stockholders for a vote at any meeting, however called, or by written consent of the stockholders and any Subject Shares in excess of such number shall be deemed non-voting shares for all intents and purposes, as fully as if such Subject Shares were issued as non-voting shares under the Company’s certificate of incorporation.