Common use of Voting Obligations Clause in Contracts

Voting Obligations. 3.1 THE MANUFACTURERS' VOTING OBLIGATIONS (a) During the Standstill Period for each Manufacturer, such Manufacturer shall take such action as may be required so that all shares of Voting Stock Beneficially Owned by such Manufacturer are voted for or cast in favor of: (i) nominees to the Board of Directors of the Company in accordance with the recommendations of a majority of the Board of Directors of the Company, and (ii) increases in the authorized capital stock of the Company and amendments to stock option plans and employee stock purchase plans, in each case approved by the Company's Board of Directors. (b) Until the tenth anniversary of the date of this Agreement, (i) at any time that Ford Beneficially Owns at least 2.5% of the Total Current Voting Power of the Company, Ford agrees not to exercise any dissenter's rights, if any, that it may have under applicable law in connection with any merger, consolidation or other reorganization which is approved by the Company's Board of Directors and which is intended to qualify as a "pooling-of-interests" for financial accounting purposes and, solely in connection with any such pooling-of-interests transaction, Ford hereby covenants to enter into a standard affiliate lock-up agreement if requested by the Company (PROVIDED, HOWEVER, that all other persons required to be subject to similar limitations enter into such agreements), regardless of the manner in which Ford may have voted or cast Shares of Voting Stock Beneficially Owned by Ford with respect to such transaction; and (ii) at any time that GM Beneficially Owns at least 2.5% of the Total Current Voting Power of the Company, GM agrees not to exercise any dissenter's rights, if any, that it may have under applicable law in connection with any merger, consolidation or other reorganization which is approved by the Company's Board of Directors and which is intended to qualify as a "pooling-of-interests" for financial accounting purposes and, solely in connection with any such pooling-of-interests transaction, GM hereby covenants to enter into a standard affiliate lock-up agreement if requested by the Company (PROVIDED, HOWEVER, that all other persons required to be subject to similar limitations enter into such agreements), regardless of the manner in which GM may have voted or cast Shares of Voting Stock Beneficially Owned by GM with respect to such transaction. (c) Except as set forth in paragraphs (a) and (b) above, nothing in this Agreement shall preclude either Manufacturer from voting shares of Voting Stock which it Beneficially Owns in such manner as such Manufacturer determines, in its sole discretion, on any matter presented to the holders of Voting Stock for a vote, consent or other approval. (d) So long as a Manufacturer Beneficially Owns at least 2.5% of the Total Current Voting Power of the Company, such Manufacturer, as the holder of Shares, shall be present, in person or by proxy, at all meetings of stockholders of the Company so that all shares of Voting Stock held by such Manufacturer may be counted for purposes of determining the presence of a quorum at such meetings.

Voting Obligations. 3.1 THE MANUFACTURERS' VOTING OBLIGATIONS Subject to the satisfaction (or waiver in writing by the applicable Stockholders) of each of the conditions set forth in Section 2.2, and, so long as no default has occurred and is continuing under any of the Repos, each Stockholder shall: (a) During instruct (and use reasonable efforts to employ any rights it has under the Standstill Period for each ManufacturerRepos to cause) the holders of record of any applicable Subject Shares on any applicable record date (the "Record Holder") to appear, such Manufacturer shall take such action as may be required in person or by proxy, so that all shares the applicable Subject Shares are counted for the purpose of Voting Stock Beneficially Owned by such Manufacturer are voted obtaining a quorum at a meeting of shareholders of the Company (currently contemplated to be the Company's annual meeting of shareholders for the year 2002), and at any adjournment or cast in favor of: adjournments thereof, at which (i) nominees a proposal to approve and adopt the Board Amendment to Restated Certificate of Directors Incorporation of the Company attached hereto as Attachment 1 (the "Charter Amendments"), (ii) a proposal to approve (t) the issuance of the Initial Notes under the Note Purchase Agreement, (u) the issuance of PIK Notes or Applicable Shares as interest on the Notes in accordance with the recommendations of a majority terms of the Board Notes, (v) the issuance of Directors any shares of the Company, and (ii) increases in the authorized capital stock of the Company pursuant to the conversion of the Notes or the conversion or redemption of the Applicable Shares in accordance their respective terms, (w) the issuance of Class A Common Stock pursuant to the conversion of Class B Common Stock in accordance with its terms (x) the issuance of capital stock of the Company as dividends on the Series F Preferred Stock and amendments the Series B Preferred Stock in accordance with the terms of such securities, (y) the adjustment of the conversion price of the Notes pursuant to stock option plans and employee stock purchase plansthe anti-dilution provisions of the Notes, in the case of each case approved of clauses (t) through (y), in accordance with the terms contemplated by the Company's Board of Directors. Note Purchase Agreement and the Notes, and (bz) Until the tenth anniversary any other term or provision of the date Note Purchase Agreement, Notes, Charter Amendments, Certificate of this AgreementDesignation that would require shareholder approval under Rule 4350 of the Marketplace Rules of the Nasdaq Stock Market to be effective and (iii) the filing of a Certificate of Elimination in respect of the Series F Preferred Stock after the filing of the Charter Amendments (the matters described in the foregoing clauses, (i) at through (iii), the "Covered Matters") and (b) instruct (and use reasonable efforts to employ any time that Ford Beneficially Owns rights it has under the Repos to cause) the Record Holder to vote, in person or by proxy, all of such Stockholder's Subject Shares in favor of each of the Covered Matters (it being understood by the parties hereto that, in accordance with the terms of the Repos, the Stockholders will require at least 2.5% eight (8) Business Days' notice to the vote on any Covered Matter in order to so instruct the Record Holders of the Total Current Voting Power of the Company, Ford agrees not to exercise any dissenter's rights, if any, that it may have under applicable law in connection with any merger, consolidation or other reorganization which is approved by the Company's Board of Directors and which is intended to qualify as a "pooling-of-interests" for financial accounting purposes and, solely in connection with any such pooling-of-interests transaction, Ford hereby covenants to enter into a standard affiliate lock-up agreement if requested by the Company (PROVIDED, HOWEVER, that all other persons required to be subject to similar limitations enter into such agreements), regardless of the manner in which Ford may have voted or cast Shares of Voting Stock Beneficially Owned by Ford with respect to such transaction; and (ii) at any time that GM Beneficially Owns at least 2.5% of the Total Current Voting Power of the Companyaction, GM agrees not to exercise any dissenter's rightsdocument, if any, that it may have under applicable law in connection with any merger, consolidation meeting or other reorganization which is approved vote contemplated by the Company's Board of Directors and which is intended to qualify as a "pooling-of-interests" for financial accounting purposes and, solely in connection with any such pooling-of-interests transaction, GM hereby covenants to enter into a standard affiliate lock-up agreement if requested by the Company (PROVIDED, HOWEVER, that all other persons required to be subject to similar limitations enter into such agreements), regardless of the manner in which GM may have voted or cast Shares of Voting Stock Beneficially Owned by GM with respect to such transaction. (c) Except as set forth in paragraphs clauses (a) and (b) aboveof this Section 2.1). In the event that any Subject Shares of any Stockholder are not subject to a Repo, nothing in this Agreement shall preclude either Manufacturer from voting shares of Voting Stock which it Beneficially Owns in such manner as such Manufacturer determines, in its sole discretion, on any matter presented subject to the holders satisfaction (or waiver in writing by such Stockholder) of Voting Stock for a vote, consent or other approval. (d) So long as a Manufacturer Beneficially Owns at least 2.5% each of the Total Current Voting Power of the Companyconditions set forth in Section 2.2, such Manufacturer, as the holder of Shares, shall be presentStockholder agrees to appear, in person or by proxy, at all meetings of stockholders of the Company so that all shares of Voting Stock held by with and vote such Manufacturer may be counted for purposes of determining the presence of a quorum at such meetingsSubject Shares as provided above.

Voting Obligations. 3.1 THE MANUFACTURERS' VOTING OBLIGATIONS Subject to the satisfaction (or waiver in writing) of each of the conditions set forth in Section 2.2, each Stockholder shall: (a) During the Standstill Period for each Manufacturer, such Manufacturer shall take such action as may be required so that all shares of Voting Stock Beneficially Owned by such Manufacturer are voted for or cast in favor of: (i) nominees to the Board of Directors of the Company in accordance with the recommendations of a majority of the Board of Directors of the Company, and (ii) increases in the authorized capital stock of the Company and amendments to stock option plans and employee stock purchase plans, in each case approved by the Company's Board of Directors. (b) Until the tenth anniversary of the date of this Agreement, (i) at any time that Ford Beneficially Owns at least 2.5% of the Total Current Voting Power of the Company, Ford agrees not to exercise any dissenter's rights, if any, that it may have under applicable law in connection with any merger, consolidation or other reorganization which is approved by the Company's Board of Directors and which is intended to qualify as a "pooling-of-interests" for financial accounting purposes and, solely in connection with any such pooling-of-interests transaction, Ford hereby covenants to enter into a standard affiliate lock-up agreement if requested by the Company (PROVIDED, HOWEVER, that all other persons required to be subject to similar limitations enter into such agreements), regardless of the manner in which Ford may have voted or cast Shares of Voting Stock Beneficially Owned by Ford with respect to such transaction; and (ii) at any time that GM Beneficially Owns at least 2.5% of the Total Current Voting Power of the Company, GM agrees not to exercise any dissenter's rights, if any, that it may have under applicable law in connection with any merger, consolidation or other reorganization which is approved by the Company's Board of Directors and which is intended to qualify as a "pooling-of-interests" for financial accounting purposes and, solely in connection with any such pooling-of-interests transaction, GM hereby covenants to enter into a standard affiliate lock-up agreement if requested by the Company (PROVIDED, HOWEVER, that all other persons required to be subject to similar limitations enter into such agreements), regardless of the manner in which GM may have voted or cast Shares of Voting Stock Beneficially Owned by GM with respect to such transaction. (c) Except as set forth in paragraphs (a) and (b) above, nothing in this Agreement shall preclude either Manufacturer from voting shares of Voting Stock which it Beneficially Owns in such manner as such Manufacturer determines, in its sole discretion, on any matter presented to the holders of Voting Stock for a vote, consent or other approval. (d) So long as a Manufacturer Beneficially Owns at least 2.5% of the Total Current Voting Power of the Company, such Manufacturer, as the holder of Shares, shall be presentappear, in person or by proxy, or cause any other holder of record of any applicable Subject Shares owned beneficially by such Stockholder on any applicable record date (the "Record Holder") to appear, in person or by proxy, so that all the applicable Subject Shares are counted for the purpose of obtaining a quorum at all meetings a meeting of stockholders of the Company so that all (currently contemplated to be the Company's annual meeting of stockholders for the year 2002), and at any adjournment or adjournments thereof, at which (i) a proposal to approve and adopt the Amendment to Restated Certificate of Incorporation of the Company attached hereto as Attachment 1 (the "Charter Amendments"), (ii) a proposal to approve (t) the issuance of the Initial Notes under the Note Purchase Agreement, (u) the issuance of PIK Notes or Applicable Shares as interest on the Notes in accordance with the terms of the Notes, (v) the issuance of any shares of Voting capital stock of the Company pursuant to the conversion of the Notes or the conversion or redemption of the Applicable Shares in accordance their respective terms, (w) the issuance of Class A Common Stock held by pursuant to the conversion of Class B Common Stock in accordance with its terms (x) the issuance of capital stock of the Company as dividends on the Series F Preferred Stock and the Series B Preferred Stock in accordance with the terms of such Manufacturer may securities, (y) the adjustment of the conversion price of the Notes pursuant to the anti-dilution provisions of the Notes, and (z) any other term or provision of the Note Purchase Agreement, Notes, Charter Amendments, Certificate of Designation that would require shareholder approval under Rule 4350 of the Marketplace Rules of the Nasdaq Stock Market to be counted for purposes of determining effective (iii) the presence filing of a quorum at Certificate of Elimination in respect of the Series F Preferred Stock after the filing of the Charter Amendments and (iv) any proposal which is necessary under any foreign, federal, state or local statute or any rule or regulation of any Governmental Authority or national securities exchange to carry into effect the purpose and intent of the Note Purchase Agreement (the matters described in the foregoing clauses, (i) through (iv), the "Covered Matters") and (b) vote, or cause the Record Holder to vote, in person or by proxy, all of such meetingsStockholder's Subject Shares in favor of each of the Covered Matters. Each Stockholder shall also vote against, and cause the Record Holder to vote against, and refrain, and cause the Record Holder to refrain, from executing and delivering written consents in favor of, any proposal which is contrary to or inconsistent with any Covered Matter.

Voting Obligations. 3.1 THE MANUFACTURERS' VOTING OBLIGATIONS (a) During the Standstill Period for each Manufacturer, such Manufacturer shall take such action as may be required so that all shares of Voting Stock Beneficially Owned by such Manufacturer are voted for or cast in favor period commencing on the date hereof and ending on the earlier of: (ix) nominees to the Board termination of Directors the Collaboration Agreement, (y) the expiration of the Initial Research Program Term and (z) the date on which Merck’s Beneficial Ownership of the Company in accordance with the recommendations of a majority falls below 5% of the Board of Directors of the Company, and (ii) increases in the authorized then outstanding capital stock of the Company on a fully diluted, as-converted basis (the “Proxy Period”), Merck hereby constitutes and amendments appoints as its proxy and hereby grants a power of attorney to stock option plans the Chairman of the Board (or, if there is at such time no Chairman of the Board, such other member of the Board as is authorized and employee stock purchase plansdelegated by the Board), with full power of substitution with respect to the voting of all matters, to represent and vote all shares of any securities of the Company for which Merck has Beneficial Ownership, in each case favor of any action recommended by and approved by the Company's Board of Directors. (b) Until the tenth anniversary majority of the date Board. Each of this the proxy and power of attorney granted pursuant to the immediately preceding sentence is given in consideration of the agreements and covenants of Merck and the Company in connection with the transactions contemplated by the Purchase Agreement and Collaboration Agreement, (i) at any time that Ford Beneficially Owns at least 2.5% and, as such, each is coupled with an interest and shall be irrevocable unless and until the end of the Total Current Voting Power Proxy Period. Each party shall not hereafter, unless and until the end of the Proxy Period, purport to grant any other proxy or power of attorney with respect to any of Merck’s shares of the Company, Ford agrees not to exercise deposit any dissenter's rightsof such shares into a voting trust or enter into any agreement, if any, that it may have under applicable law in connection arrangement or understanding with any mergerperson, consolidation directly or other reorganization which is approved by the Company's Board of Directors and which is intended indirectly, to qualify as a "pooling-of-interests" for financial accounting purposes andvote, solely in connection with grant any such pooling-of-interests transaction, Ford hereby covenants to enter into a standard affiliate lock-up agreement if requested by the Company (PROVIDED, HOWEVER, that all other persons required to be subject to similar limitations enter into such agreements), regardless of the manner in which Ford may have voted proxy or cast Shares of Voting Stock Beneficially Owned by Ford give instructions with respect to such transaction; and (ii) at the voting of any time that GM Beneficially Owns at least 2.5% of the Total Current Voting Power Merck’s shares of the Company, GM agrees not in each case, with respect to exercise any dissenter's rightsof the matters set forth herein; provided, if anyhowever, that it may have under applicable law the foregoing proxy and power of attorney shall not be provided with respect to the voting of any securities of the Company: (i) in connection with any merger, consolidation the approval of a Change in Control or other reorganization which is approved by the Company's Board of Directors and which is intended to qualify as a "pooling-of-interests" for financial accounting purposes and, solely in connection with any such pooling-of-interests transaction, GM hereby covenants to enter into a standard affiliate lock-up agreement if requested by the Company (PROVIDED, HOWEVER, that all other persons required to be subject to similar limitations enter into such agreements), regardless of the manner in which GM may have voted liquidation or cast Shares of Voting Stock Beneficially Owned by GM with respect to such transaction. (c) Except as set forth in paragraphs (a) and (b) above, nothing in this Agreement shall preclude either Manufacturer from voting shares of Voting Stock which it Beneficially Owns in such manner as such Manufacturer determines, in its sole discretion, on any matter presented to the holders of Voting Stock for a vote, consent or other approval. (d) So long as a Manufacturer Beneficially Owns at least 2.5% of the Total Current Voting Power dissolution of the Company, such Manufacturer, as the holder ; or (ii) in contravention of Shares, shall be present, in person or by proxy, at all meetings of stockholders of the Company so that all shares of Voting Stock held by such Manufacturer may be counted for purposes of determining the presence of a quorum at such meetingsany applicable law.