Common use of Cumulative Voting Clause in Contracts

Cumulative Voting. In the event that any stockholder of the Company exercises its right to cumulate its votes in connection with any election of directors, the Voting Parties shall coordinate their voting to ensure that the maximum number of directors is elected to the Board of Directors. In determining the maximum number of directors which may be ensured election, the parties hereto shall assume that all outstanding Shares are voted and shall assume that any Shares held by persons who are not parties to this Agreement will vote their Shares for candidates other than the directors. If less than all of the directors can be assured election, then the priority given to the Independent Directors shall be determined by a majority-in-interest of the Voting Parties.