Common use of Shareholders Vote Clause in Contracts

Shareholders Vote. The Company may, from time to time, nominate persons to become members of the Company's Board of Directors pursuant to the terms of a subsection of Section 1(a), (b), (d), (e) and (f) of the Company Agreement, dated the date hereof, between the Investors and the Company (the "Company Agreement"). Such persons so nominated shall be hereinafter called, individually, a "Nominated Person" and, collectively, the "Nominated Persons". Each Shareholder hereby agrees that he/it will cause all shares of Common Stock registered in the name of such Shareholder to be voted, and will otherwise take or cause to be taken all such other action as may be necessary, so that each Nominated Person will be elected as a member of the Company's Board of Directors so long as the Investors vote their shares of Common Stock for such Nominated Persons and cause all other shares of Common Stock under their direct or indirect control to be voted for such Nominated Persons. The obligations set forth in the immediately preceding sentence shall not apply to subsequent holders of shares of Common Stock held by a Shareholder if such shares were sold to such subsequent holder in a bona fide third-party sale. Notwithstanding the foregoing, the Shareholders will not be obligated to vote their shares of Common Stock for Nominated Person at any meeting of the shareholders of the Company if (i) it is conclusively and reasonably determined that the number of shares of Common Stock owned or controlled by the Investors represents a majority of the shares of Common Stock present in person or by proxy and entitled to vote at such meeting, (ii) cumulative voting provisions in the California Corporation Code shall have not been amended or modified in a way that requires the Investors to own or control more than a majority of the Common Stock in order for the Investors to elect a majority of the members of Company's Board of Directors and (iii) Company's constituent documents shall not have been amended or modified in a way that requires the Investors to own or control more than a majority of the common Stock in order for the Investors to elect a majority of Company's Board of Directors.