Common use of Voting on Other Matters Clause in Contracts

Voting on Other Matters. If requested by Heritage, for as ------------ ----------------------- long as Heritage holds more shares of Common Stock than any other Investor, the Stockholders agree to vote their Securities on all matters to be voted upon by holders of the Company's Securities as directed by Heritage, unless the effect of such matter on such Stockholder differs materially and adversely from the effect on Heritage. Each Stockholder hereby grants Heritage an irrevocable proxy, which is coupled with an interest, to vote such Stockholder's Securities as provided in this Section. Each Qualified Stockholder shall, if such Qualified Stockholder requests, be given an opportunity to be heard by Heritage for the purpose of discussing the exercise of such proxy, provided that such opportunity shall in no way limit the scope or validity of such proxy.

Voting on Other Matters. If requested by Heritage, for as ------------ ----------------------- long as Heritage holds more shares of Common Stock than any other Investor, the Stockholders agree to vote their Securities Stock on all matters to be voted upon by holders of the Company's Securities (other than the election or removal of directors, which is governed by the provisions of Section 1.01 to Section 1.06 hereof) as directed by Heritage, unless the effect of such matter on such Stockholder differs materially and adversely from the effect on Heritage. Each Stockholder hereby grants Heritage an irrevocable proxy, which is coupled with an interest, to vote such Stockholder's Securities as provided in this Section. Each Qualified Stockholder shall, if such Qualified Stockholder requests, be given an opportunity to be heard by Heritage for the purpose of discussing the exercise of such proxy, provided that such opportunity shall in no way limit the scope or validity of such proxy.