Common use of Voting Arrangement Clause in Contracts

Voting Arrangement. 9.1 The holders of the Series A Preference Shares, the holders of the Series B Preference Shares, the Ordinary Investor and the Management Shareholders hereby agree that the holders of the Series A Preference Shares and the holders of the Series B Preference Shares shall have the right to vote on an “as-if converted” basis, determined pursuant to the provisions of Article 9 of the Amended and Restated Articles of Association of the Company, as amended (the “Articles”) governing the conversion of the Series A Preference Shares and the Series B Preference Shares into Ordinary Shares, on any vote taken at any meeting, or in connection with any written consent, of the Company’s shareholders. Each of the Ordinary Investor and the Management Shareholders hereby agrees to take such action necessary to give effect to the foregoing, including voting or otherwise consenting with respect to a number of Ordinary Shares held by it as directed by (a) the holders of the Series A Preference Shares (with respect to the Series A Preference Shares) and (b) the holders of the Series B Preference Shares (with respect to Series B Preference Shares) so as to represent the additional Ordinary Shares such holders of the Series A Preference Shares and/or Series B Preference Shares, as applicable, would be entitled to receive if such holders had converted all of their then outstanding Series A Preference Shares and/or Series B Preference Shares, as the case may be, into Ordinary Shares the day of such vote or written consent. 9.2 The Company agrees not to effect any share split, reverse share split, share dividend, recapitalization, reclassification or similar transaction which will adversely affect the voting rights of the holders of the Series A Preference Shares or the holders of the Series B Preference Shares. 9.3 Each of the Shareholders hereby agrees to take such action necessary, including voting or otherwise consenting with respect to the Securities owned by it, or cause any representatives designated by such Shareholder to take such action necessary, including voting or otherwise consenting, as may be required under applicable Luxembourg law, to give full and timely effect to Article VII of the Articles with respect to the redemption of the Series A Preference Shares and the redemption of the Series B Preference Shares.

Voting Arrangement. 9.1 The holders of (a) Commencing on the Series A Preference Shares, date hereof and for so long as the holders of the Series B Preference Shares, the Ordinary Investor and the Management Shareholders hereby agree that the holders of the Series A Preference Shares and the holders of the Series B Preference Shares Company shall have the right to vote on an “as-if converted” basis, determined pursuant to the provisions of Article 9 of the Amended and Restated Articles of Association of the Company, as amended (the “Articles”) governing the conversion of the Series A Preference Shares and the Series B Preference Shares into Ordinary Shares, on any vote taken at any meeting, or in connection with any written consent, of the Company’s shareholders. Each of the Ordinary Investor and the Management Shareholders hereby agrees to take such action necessary fail to give effect to the foregoingsale hereunder of the Schedule I Shares, including voting or otherwise consenting the transfer of ownership thereof in all respects and for all purposes (including by way of failing to transfer ownership thereof on its books and records pursuant to the stock powers referred to in Section 3.1 upon presentment thereof), each Seller hereby irrevocably grants to, and appoints, the Buyer and any designee thereof, such Seller's proxy and attorney-in-fact (with respect full power of substitution), for and in the name, place and stead of such Seller, to a number of Ordinary Shares held by it as directed by (a) the holders attend any meeting of the Series A Preference Shares (stockholders of the Company on behalf of such Seller, to include such shares in any computation for purposes of establishing a quorum at any meeting of stockholders of the Company, and to vote all such shares beneficially owned or controlled by such Seller, or to grant a consent or approval in respect of such shares, in connection with respect any meeting of the stockholders of the Company or any action by written consent in lieu of a meeting of stockholders of the Company in connection with any and all matters that may be submitted to the Series A Preference Shares) and stockholders of the Company in any way. (b) the holders Each Seller hereby represents that any proxies heretofore given in respect of the Series B Preference Shares Schedule I Shares, if any, are revocable, and hereby revokes such proxies. (c) Each Seller hereby affirms that the irrevocable proxy by him, her or it set forth in this Section 3.3 is given in connection with respect the execution of this Agreement, and that such irrevocable proxy is given to Series B Preference Shares) so as to represent secure the additional Ordinary Shares such holders performance of the Series A Preference Shares and/or Series B Preference Shares, as applicable, would be entitled to receive if such holders had converted all of their then outstanding Series A Preference Shares and/or Series B Preference Shares, as the case may be, into Ordinary Shares the day duties of such Seller under this Agreement, including causing the sale and transfer of the Schedule I Shares to the Buyer hereunder. Each Seller hereby further affirms that such irrevocable proxy is coupled with an interest and is intended to be irrevocable in accordance with the provisions of Section 212 of the Delaware General Corporation Law (the "DGCL"). If for any reason the proxy granted herein is not irrevocable, then each Seller agrees that it shall vote his, her or written consentits Schedule I Shares as instructed by the Buyer in writing. The parties agree that the foregoing shall be a voting agreement created under Section 218 of the DGCL. 9.2 The Company agrees not to effect (d) Each Seller shall execute and deliver any share split, reverse share split, share dividend, recapitalization, reclassification or similar transaction which will adversely affect the voting rights of the holders of the Series A Preference Shares or the holders of the Series B Preference Shares. 9.3 Each of the Shareholders hereby agrees to additional documents and take such action necessary, including voting or otherwise consenting with respect to the Securities owned by it, or cause any representatives designated by such Shareholder to take such action necessary, including voting or otherwise consenting, further actions as may be required under applicable Luxembourg law, reasonably necessary or desirable to give full and timely effect to Article VII carry out all of the Articles with respect to the redemption provisions hereof, including all of the Series A Preference Shares and Sellers' obligations under this Agreement, including the redemption terms of the Series B Preference Sharesthis Section 3.3.