Common use of Subsequent Elections Clause in Contracts

Subsequent Elections. At the annual meeting of stockholders for the calendar years 2003, 2004 and 2005, GOF, each Non-GOF Holder, ▇▇▇▇▇▇ (as long as he is a director) and ▇▇▇▇ (as long as he is a director) each shall vote or cause to be voted all shares of Common Stock and other voting equity owned by him or it, or over which he or it has voting control, and otherwise use its respective best efforts, so as to nominate and elect to the Board of Directors the GOF Board Members, Non-GOF Board Members and ZB Board Members sitting on the Board of Directors on the date immediately preceding such meeting; provided that if there shall be any vacancy on the Board of Directors on the date immediately preceding such meeting as the result of the removal, resignation, death, disability or otherwise of a GOF Board Member, Non-GOF Board Member or ZB Board Member, GOF, each Non-GOF Holder, ▇▇▇▇▇▇ and ▇▇▇▇ each shall vote or cause to be voted all shares of Common Stock and other voting equity owned by him or it, or over which he or it has voting control, and otherwise use its respective best efforts, so as to nominate and elect a successor designated by GOF, if the director was a GOF Board Member, designated by the remaining Non-GOF Board Member, if the director was a Non-GOF Board Member and designated by the remaining ZB Board Member, if the director was a ZB Board Member; provided that (i) GOF shall not be required to vote, or cause to be voted, the shares of Common Stock or other voting equity owned by it or over which it has voting control, or use its best efforts, to nominate or elect any proposed director if such proposed director was previously removed from the Board of Directors in accordance with the terms of this Agreement, and (ii) upon the removal of any ZB Board Member pursuant to Sections 4.2(c) or (d), the remaining ZB Board Member shall not have the right to designate a successor to the removed ZB Board Member.

Subsequent Elections. At the annual meeting of stockholders for the calendar years 2003, 2004 and 2005, GOFYYY, each Non-GOF YYY Holder, ▇▇▇▇▇▇ OOO (as long as he is a director) and ▇▇▇▇ PPP (as long as he is a director) each shall vote or cause to be voted all shares of Common Stock and other voting equity owned by him or it, or over which he or it has voting control, and otherwise use its respective best efforts, so as to nominate and elect to the Board of Directors the GOF YYY Board Members, Non-GOF YYY Board Members and ZB Board Members sitting on the Board of Directors <Page> on the date immediately preceding such meeting; provided that if there shall be any vacancy on the Board of Directors on the date immediately preceding such meeting as the result of the removal, resignation, death, disability or otherwise of a GOF YYY Board Member, Non-GOF YYY Board Member or ZB Board Member, GOFYYY, each Non-GOF YYY Holder, ▇▇▇▇▇▇ OOO and ▇▇▇▇ PPP each shall vote or cause to be voted all shares of Common Stock and other voting equity owned by him or it, or over which he or it has voting control, and otherwise use its respective best efforts, so as to nominate and elect a successor designated by GOFYYY, if the director was a GOF YYY Board Member, designated by the remaining Non-GOF YYY Board Member, if the director was a Non-GOF YYY Board Member and designated by the remaining ZB Board Member, if the director was a ZB Board Member; provided that (i) GOF YYY shall not be required to vote, or cause to be voted, the shares of Common Stock or other voting equity owned by it or over which it has voting control, or use its best efforts, to nominate or elect any proposed director if such proposed director was previously removed from the Board of Directors in accordance with the terms of this Agreement, and (ii) upon the removal of any ZB Board Member pursuant to Sections 4.2(c) or (d), the remaining ZB Board Member shall not have the right to designate a successor to the removed ZB Board Member.