Common use of Voting for Directors Clause in Contracts

Voting for Directors. (i) The holders of shares of Preferred Stock voting as a class shall be entitled to elect two (2) directors. The holders of shares of Common Stock voting as a class shall be entitled to elect two (2) directors. The holders of shares of Series D Preferred Stock voting as a class shall be entitled to elect one (1) director. The remaining director or directors shall be elected by the affirmative vote of the holders of the Preferred Stock and of the holders the Common Stock, voting together as a class with the holders of Preferred Stock having one vote for each full share of Common Stock into which their respective shares of Preferred Stock are convertible on the record date for the vote. If no shares of Preferred Stock remain outstanding, then the directors otherwise elected by the Preferred Stock as provided above in this Section 3(b), shall be elected by the holders of Common Stock. In the case of any vacancy in the office of a director elected by a specified group of stockholders, a successor shall be elected to hold office for the unexpired term of such director by the affirmative vote of a majority of the shares of such specified group given at a special meeting of such stockholders duly called or by an action by written consent for that purpose. Any director who shall have been elected by a specified group of stockholders may be removed during the aforesaid term of office, either for or without cause by, and only by, the affirmative vote of the holders of a majority of the shares of such specified group, given at a special meeting of such stockholders duly called or by an action by written consent for that purpose, and any such vacancy thereby created may be filled by the vote of the holders of a majority of the shares of such specified group represented at such meeting or in such consent.

Voting for Directors. (i) The holders of shares of Series A Preferred Stock voting as a class shall be entitled to elect two (2) directors. The holders of shares of Common Stock voting as a class shall be entitled to elect two (2) directors. The holders of shares of Series D Preferred Stock voting as a class shall be entitled to elect one (1) director. The remaining director or directors shall be elected by the affirmative vote of the holders of the Preferred Stock and of the holders the Common StockShares shall, voting together as a class class, have the right to elect three (3) directors of the Corporation. The holders of the Common Shares, together with the holders of Series A Preferred Stock having one vote for each full share of Common Stock into which their respective shares of Preferred Stock are convertible Shares voting together on the record date for the vote. If no shares of Preferred Stock remain outstanding, then the directors otherwise elected by the Preferred Stock an as provided above in this Section 3(b)converted basis, shall be elected by have the holders right to elect the remaining directors of Common Stockthe Corporation. In the case of any vacancy in on the office Board of a director Directors occurring among the directors elected by a specified group of stockholdersshareholders and not caused by removal, the remaining director or directors so elected by such specified group may elect a successor shall be elected to hold the office for the unexpired term of such director by the affirmative vote of a majority of the shares of such specified group given at a special meeting of such stockholders duly called or by an action by written consent for that purposedirector. Any director who shall have been elected by a specified group of stockholders shareholders may be removed during the aforesaid term of office, either for or without cause cause, by, and only by, (a) in the case of the directors elected by the holders of the Series A Preferred Shares, the affirmative vote voted of the holders of a majority of the shares of such specified group, and (b) in the case of the balance of the directors, the affirmative vote of the holders of a majority of the shares voted at a duly called meeting held to consider such action, in each case given at a special meeting of such stockholders shareholders duly called or by an action by written consent for that purpose, and any such vacancy thereby created may be filled only by (i) in the case of the directors elected by the holders of the Series A Preferred Shares, the vote of the holders of a majority of the shares of such specified group represented at such meeting or in such consent, and (ii) in the case of the balance of the directors, the affirmative vote of the holders of a majority of the shares voted at a duly called meeting held to consider such action. In addition, notwithstanding anything to the contrary contained herein, (i) at such time as the voting rights attaching to all Series A Preferred Shares outstanding represent less than 11.36% of the voting rights attached to all outstanding Common Shares and Series A Preferred Shares, the holders of the Series A Preferred Shares shall only have the right to elect two (2) directors of the Corporation, (ii) at such time as the voting rights attaching to all outstanding Series A Preferred Shares represent less than 8.86% of the voting rights attached to all outstanding Common Shares and Series A Preferred Shares, the holders of the Series A Preferred Shares shall only have the right to elect one (1) director of the Corporation, and (iii) at such time as the voting rights attaching to all outstanding Series A Preferred Shares represent less than 6.36% of the voting rights attached to all outstanding Common Shares and Series A Preferred Shares, the holders of the Series A Preferred Shares shall not be entitled to any preferential rights in electing the directors of the Corporation."

Voting for Directors. (i) The holders of shares of Series A Preferred Stock Stock, -------------------- voting together as a class shall be entitled to elect two (2) directors. The holders of shares of Common Stock voting as a class shall be entitled to elect two (2) directors. The holders of shares of Series D Preferred Stock voting as a class one class, shall be entitled to elect one (1) director. The remaining director or directors shall be elected by the affirmative vote holders of Common Stock and the holders of the Preferred Stock and of the holders the Common Stock, voting together as a one class with at any annual or special meeting of stockholders of the holders Corporation, or by written consent, shall be entitled to elect the remaining directors upon the following basis: each holder of shares of Preferred Stock having one vote shall be entitled to such number of votes for each full share the Preferred Stock held by him on the record date fixed for such meeting, or on the effective date of such written consent, as shall be equal to the whole number of shares of the Common Stock into which their respective all of his shares of Preferred Stock are convertible immediately after the close of business on the record date fixed for such meeting or the vote. If no effective date of such written consent (such basis for voting of shares of Preferred Stock remain outstandingthe Corporation's stock shall hereinafter be referred to as an "As Converted Basis"). Any vacancy in the Board occurring because of the death, then the directors otherwise elected by the Preferred Stock as provided above in this Section 3(b), shall be resignation or removal of a director elected by the holders of Common Stock. In the case of any vacancy in the office of a director elected by a specified group of stockholders, a successor outstanding class with voting power entitled to elect him or her shall be elected to hold office for the unexpired term of such director by the affirmative vote of a majority of the shares of such specified group given at a special meeting of such stockholders duly called or by an action by written consent for that purpose. Any director who shall have been elected by a specified group of stockholders may be removed during the aforesaid term of office, either for or without cause by, and only by, the affirmative vote of the holders of a majority of the shares of such specified group, given at a special meeting of such stockholders duly called or by an action by written consent for that purpose, and any such vacancy thereby created may be filled by the vote or written consent of the holders of a majority the outstanding class with voting power entitled to elect him or her or, in the absence of action by such holders, by action of the remaining directors. A director may be removed with or without cause by the vote or consent of the holders of the outstanding class with voting power entitled to elect him or her. Any vacancy in the Board caused by an increase in the number of authorized directors of the Corporation shall be filled by the vote or written consent of the holders of the outstanding shares of such specified group represented at such meeting or in such consentPreferred Stock and the holders of the outstanding Common Stock voting together as a single class.

Voting for Directors. (i) The holders Except as provided in Article II, Section 6 of shares of Preferred Stock voting as a class these Bylaws, each director shall be entitled elected by the vote of the majority of the votes cast with respect to elect two (2) directors. The holders the director at any meeting of shares shareholders for the election of Common Stock voting as directors at which a class shall be entitled to elect two (2) directors. The holders of shares of Series D Preferred Stock voting as a class shall be entitled to elect one (1) director. The remaining director or quorum is present; provided, however, that directors shall be elected by the affirmative vote a plurality of the holders votes cast at any meeting of shareholders for which (i) the Secretary of the Preferred Stock Corporation receives a notice that a shareholder has nominated a person for election to the Board of Directors in compliance with the requirements for shareholder nominees for director set forth in Article I, Section 19 or 20 of these Bylaws, (ii) such nomination has not been withdrawn by such shareholder on or before the tenth day before the Corporation first makes available to shareholders (either by mailing or making available on the internet) its notice of meeting for such meeting and of the holders the Common Stock, voting together (iii) as a class with result of such shareholder nomination, the holders number of Preferred Stock having one vote for each full share nominees exceeds the number of Common Stock into which their respective shares of Preferred Stock board positions that are convertible on the record date for the votebeing elected at such meeting (a “Contested Election”). If no shares of Preferred Stock remain outstanding, then the directors otherwise elected by the Preferred Stock as provided above in this Section 3(b), shall are to be elected by a plurality of the holders of Common Stockvotes cast, shareholders may withhold their vote with respect to a director, but shall not be permitted to vote against a nominee. In the case of any vacancy Unless otherwise and affirmatively provided for in the office Articles of a director elected by a specified group Incorporation, cumulative voting is not authorized. For purposes of stockholdersthis Section, a successor shall be elected to hold office for the unexpired term of such director by the affirmative vote of a majority of the votes cast means that the number of shares voted “for” a director must exceed the number of such specified group given at votes cast “against” that director. Abstentions and, if applicable, Broker Non-Votes, are not counted as votes “for” or “against” a special meeting director. The Nominating and Corporate Governance Committee of such stockholders duly called or by an action by written consent for that purpose. Any the Board of Directors shall, from time to time, establish procedures under which any director who shall have been is not elected by a specified group of stockholders may be removed during the aforesaid term of office, either for or without cause by, and only by, the affirmative vote of the holders of a majority of the shares votes cast in an election that is not a Contested Election shall tender his or her resignation to the Board of Directors. Considering such specified groupfactors as it deems relevant, given at the Nominating and Corporate Governance Committee will make a special meeting recommendation to the Board of Directors as to whether to accept or reject the resignation, or whether other action should be taken. Considering the Nominating and Corporate Governance Committee’s recommendation and such stockholders duly called other factors as it deems relevant, the Board of Directors shall, exercising its business judgment, determine whether to accept or by an reject the resignation, or whether other action by written consent for that purpose, and any such vacancy thereby created may should be filled by taken. The Board of Directors will publicly disclose its decision within 90 days from the vote date of the holders of a majority certification of the shares of such specified group represented at such meeting or in such consentelection results.