Common use of Election and Removal of Directors Clause in Contracts

Election and Removal of Directors. In the election of the directors --------------------------------- to be elected by the holders of the Preferred Stock (the "Series E Directors"), each holder of the Preferred Stock shall vote at any regular or special meeting of stockholders or execute a written consent at the request of Palo Alto Investors of such number of shares of voting securities then held by such holder (or as to which it then has voting power) as may be necessary to elect two (2) directors nominated by Palo Alto Investors. Each holder of Preferred Stock hereby irrevocably constitutes and appoints Palo Alto Investors as its true and lawful attorney-in-fact, in its name, place, and stead, to make, execute, acknowledge, and file written consents in connection with the election or removal of directors of the Company. It is expressly intended by each holder of the Preferred Stock that the power of attorney granted hereby is coupled with an interest, shall be irrevocable unless and until the covenants of this Section 8.1 terminate pursuant to the terms hereof, and shall survive and not be affected by the subsequent disability or incapacity of such holder of Preferred Stock (or if such holder of Preferred Stock is a corporation, partnership, trust, association, limited liability company or other legal entity, by the dissolution or termination thereof). In addition, each holder of the Preferred Stock hereby constitutes and appoints Palo Alto Investors, with full power of substitution, as the proxy of such holder and hereby authorizes it to represent and to vote, or to execute and deliver written consents or otherwise act with respect to, all of the Preferred Stock now owned or hereafter acquired by such holder on all matters in connection with the election and removal of directors of the Company, to the same extent and with the same effect as such holder might or could do under applicable law, rules and regulations. The proxy granted pursuant to the immediately preceding sentence is given in consideration of the agreements and covenants of the Company and shareholders of the Company pursuant to this Agreement and as such is coupled with an interest and shall be irrevocable unless and until the covenants of this Section terminate pursuant to the terms hereof. Each holder of Preferred Stock hereby revokes any and all previous proxies granted with respect to any of the Preferred Stock owned by such holder and shall not hereafter, unless and until this Agreement terminates, purport to grant any other proxy or power of attorney with respect to any of the Preferred Stock owned by such holder, deposit any of the Preferred Stock into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of the Preferred Stock owned by such holder. Each holder of Preferred Stock and Conversion Shares shall: (i) vote at any regular or special meeting of the stockholders for the removal of a Series E Director if, and only if, Palo Alto Investors designates that such director be removed; and (ii) execute a written consent for the removal of a Series E Director if, and only if, Palo Alto Investors designates that such director be removed. Except as provided in the preceding sentence, no holder of Preferred Stock or Conversion Shares shall vote for, or execute a written consent resulting in, the removal of a Series E Director.