Voting Terms. (a) During the term of this Agreement, Roff shall have the right to vote all the capital shares of the Companx xxth voting rights, including but not limited to the Common Stock and Preferred Stock of the Company, owned either directly or indirectly by the Shareholder ("Securities") as specified on the attached Schedule A hereto (including all Securities issued as dividends or distributions in respect thereof and as adjusted to reflect splits, combinations and conversions of the Securities as a result of the change in par value, merger, combination, exchange or otherwise), on all matters presented to the vote of the shareholders of the Company, either as separate classes or together as a single class, as Roff determines in his sole discretion; provided, however, that this Axxxxment shall not grant to Roff the right to vote the Securities in connection with any transactixx xr contract between the Company and one or more of the Company's directors or officers, or between the Company and any other entity in which one or more of the Company's officers or directors is an officer or director or has a financial interest. The right to vote the Securities during the term of this Agreement is given irrevocably by Shareholder. Notwithstanding the forgoing, the Securities are subject to an option granted by the Shareholder to Roff of even date herewith, and it is agreed by the parties hereto, thxx xo the extent the option is exercised by Roff, the number of Securities to which this Agreement applies and repxxxxnted by the option shares will be decreased.
Voting Terms. (a) So long as (i) Xxxxxx is employed as the President of the Company or (ii) Xxxxxx and Xxxxx together beneficially own five percent (5%) or more of all the Voting Securities (as defined herein), then Xxxxxxxx shall use its best efforts to nominate Xxxxxx for election as a director or appoint Xxxxxx as a director of the Company and vote all of its Voting Securities for Xxxxxx in an election of directors by the stockholders. Xxxxxxxx shall not vote any of its Voting Securities for the removal of Xxxxxx as a director, except in the event Xxxxxx is being removed for "cause."
Voting Terms. (a) During the term of this Agreement, ZDG shall have the right to vote all the capital shares of the Company with voting rights, including but not limited to the Common Stock and Preferred Stock of the Company, owned either directly or indirectly by the Shareholder ("Securities") as specified on the attached Schedule A hereto (including all Securities issued as dividends or distributions in respect thereof and as adjusted to reflect splits, combinations and conversions of the Securities as a result of the change in par value, merger, combination, exchange or otherwise), on all matters presented to the vote of the shareholders of the Company, either as separate classes or together as a single class, as ZDG determines its sole discretion; provided, however, that this Agreement shall not grant to ZDG the right to vote the Securities in connection with any transaction or contract between the Company and one or more of the Company's directors or officers, or between the Company and any other entity in which one or more of the Company's officers or directors is an officer or director or has a financial interest. The right to vote the Securities during the term of this Agreement is given irrevocably by Shareholder. Notwithstanding the forgoing, the Securities are subject to an option granted by the Shareholder to ZDG of even date herewith, and it is agreed by the parties hereto, that to the extent the option is exercised by ZDG, the number of Securities to which this Agreement applies and represented by the option shares will be decreased.
Voting Terms. (a) So long as (i) Robert is employed as the President of the Company or (ii) Robert axx Xxxen together beneficially own five percent (5%) or morx xx xll thx Xxxing Securities (as defined herein), then each of Rosemary, Wharton and Seven Hills shall use its best efforts to nomxxxxx Xxbexx xxx election as a director or appoint Robert as a director ox xxx Company and vote all of its Voting Secuxxxxxx for Robert in an election of directors by the stockholders. Rosemary, Wxxxxxx and Seven Hills shall not vote any of their Votinx Xxxxxxtixx xxx the removal of Robert as a director, except in the event Robert is being removed fxx "xxuse."
