Common use of Voting Obligations Clause in Contracts

Voting Obligations. The Stockholder and any Permitted Transferees agree to vote, and shall vote, at all times all of the Shares Beneficially Owned by them for the election of the entire slate of Board nominees established by the Board and submitted to the stockholders of the Company for approval if, and to the extent that, all of the Stockholder's designated Stockholder Directors are included with such nominees; provided that if the Company is in breach of any of its material obligations under the Alliance Agreements as finally determined pursuant to the arbitration procedures set forth in the relevant Alliance Agreement, the Stockholder and any Permitted Transferees may refrain from voting any shares of Common Stock Beneficially Owned by them in favor of, but may not vote against, the election of the entire slate of Board nominees established by the Board; provided further that if such abstention would have the same effect as a vote against the matter or would act to make it impossible to obtain a quorum, the Stockholder and any Permitted Transferees shall vote (and shall be deemed to have voted) all shares of Common Stock Beneficially Owned by them in the same proportion of the votes cast by the other stockholders of the Company of the applicable class of Company securities.